Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Mar. 01, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Trading Symbol | ck0001337272 | |
Entity Registrant Name | SUNGARD CAPITAL CORP | |
Entity Central Index Key | 1337272 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | 0 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 257,737,736 | |
Class L common stock, convertible | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,637,524 | |
SunGard Capital Corp. II | ||
Document Information [Line Items] | ||
Entity Registrant Name | SUNGARD CAPITAL CORP II | |
Entity Central Index Key | 1337274 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 100 | |
SunGard Data Systems Inc. | ||
Document Information [Line Items] | ||
Entity Registrant Name | SUNGARD DATA SYSTEMS INC | |
Entity Central Index Key | 789388 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | No | |
Entity Voluntary Filers | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 100 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current: | ||
Cash and cash equivalents | $447 | $675 |
Trade receivables, less allowance for doubtful accounts of $17 and $22 | 572 | 565 |
Earned but unbilled receivables | 114 | 92 |
Prepaid expenses and other current assets | 116 | 127 |
Assets of discontinued operations | 2,516 | |
Total current assets | 1,249 | 3,975 |
Property and equipment, less accumulated depreciation of $376 and $414 | 152 | 152 |
Software products, less accumulated amortization of $1,644 and $1,754 | 224 | 270 |
Customer base, less accumulated amortization of $486 and $531 | 360 | 421 |
Other assets, less accumulated amortization of $21 and $22 | 94 | 113 |
Trade name | 672 | 1,019 |
Goodwill | 3,760 | 3,828 |
Total Assets | 6,511 | 9,778 |
Current: | ||
Short-term and current portion of long-term debt | 290 | |
Accounts payable | 21 | 8 |
Accrued compensation and benefits | 227 | 245 |
Accrued interest expense | 30 | 40 |
Other accrued expenses | 131 | 129 |
Deferred revenue | 589 | 589 |
Liabilities of discontinued operations | 799 | |
Total current liabilities | 998 | 2,100 |
Long-term debt | 4,669 | 6,094 |
Deferred and other income taxes | 616 | 746 |
Other long-term liabilities | 39 | 39 |
Total liabilities | 6,322 | 8,979 |
Commitments and contingencies | ||
Noncontrolling interest in preferred stock of SCCII subject to a put option | 37 | 42 |
Stockholders' equity: | ||
Capital in excess of par value | 2,674 | 2,482 |
Treasury stock, Value | -38 | -47 |
Accumulated deficit | -3,902 | -3,497 |
Accumulated other comprehensive income (loss) | -132 | 16 |
Total stockholder's equity | -1,398 | -1,046 |
Noncontrolling interest | 1,490 | 1,741 |
Total equity | 92 | 695 |
Total Liabilities and Equity | 6,511 | 9,778 |
Class L common stock, convertible | ||
Current: | ||
Stock subject to a put option | 57 | 58 |
Class A common stock | ||
Current: | ||
Stock subject to a put option | 3 | 4 |
SunGard Capital Corp. II | ||
Current: | ||
Cash and cash equivalents | 447 | 675 |
Trade receivables, less allowance for doubtful accounts of $17 and $22 | 572 | 565 |
Earned but unbilled receivables | 114 | 92 |
Prepaid expenses and other current assets | 116 | 127 |
Assets of discontinued operations | 2,516 | |
Total current assets | 1,249 | 3,975 |
Property and equipment, less accumulated depreciation of $376 and $414 | 152 | 152 |
Software products, less accumulated amortization of $1,644 and $1,754 | 224 | 270 |
Customer base, less accumulated amortization of $486 and $531 | 360 | 421 |
Other assets, less accumulated amortization of $21 and $22 | 94 | 113 |
Trade name | 672 | 1,019 |
Goodwill | 3,760 | 3,828 |
Total Assets | 6,511 | 9,778 |
Current: | ||
Short-term and current portion of long-term debt | 290 | |
Accounts payable | 21 | 8 |
Accrued compensation and benefits | 227 | 245 |
Accrued interest expense | 30 | 40 |
Other accrued expenses | 127 | 128 |
Deferred revenue | 589 | 589 |
Liabilities of discontinued operations | 799 | |
Total current liabilities | 994 | 2,099 |
Long-term debt | 4,669 | 6,094 |
Deferred and other income taxes | 616 | 746 |
Other long-term liabilities | 32 | 22 |
Total liabilities | 6,311 | 8,961 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,752 million and $1,498 million; 14,999,000 shares authorized, 10,048,018 and 10,060,069 issued | ||
Capital in excess of par value | 3,519 | 3,501 |
Treasury stock, Value | -280 | -29 |
Accumulated deficit | -2,939 | -2,708 |
Accumulated other comprehensive income (loss) | -132 | 16 |
Total stockholder's equity | 168 | 780 |
Noncontrolling interest | 1 | |
Total equity | 169 | 780 |
Total Liabilities and Equity | 6,511 | 9,778 |
SunGard Capital Corp. II | Preferred Stock | ||
Current: | ||
Stock subject to a put option | 31 | 37 |
SunGard Data Systems Inc. | ||
Current: | ||
Cash and cash equivalents | 447 | 675 |
Trade receivables, less allowance for doubtful accounts of $17 and $22 | 572 | 565 |
Earned but unbilled receivables | 114 | 92 |
Prepaid expenses and other current assets | 112 | 123 |
Assets of discontinued operations | 2,516 | |
Total current assets | 1,245 | 3,971 |
Property and equipment, less accumulated depreciation of $376 and $414 | 152 | 152 |
Software products, less accumulated amortization of $1,644 and $1,754 | 224 | 270 |
Customer base, less accumulated amortization of $486 and $531 | 360 | 421 |
Other assets, less accumulated amortization of $21 and $22 | 94 | 113 |
Trade name | 672 | 1,019 |
Goodwill | 3,760 | 3,828 |
Total Assets | 6,507 | 9,774 |
Current: | ||
Short-term and current portion of long-term debt | 290 | |
Accounts payable | 21 | 8 |
Accrued compensation and benefits | 227 | 245 |
Accrued interest expense | 30 | 40 |
Other accrued expenses | 127 | 127 |
Deferred revenue | 589 | 589 |
Liabilities of discontinued operations | 799 | |
Total current liabilities | 994 | 2,098 |
Long-term debt | 4,669 | 6,094 |
Deferred and other income taxes | 608 | 739 |
Other long-term liabilities | 31 | 22 |
Total liabilities | 6,302 | 8,953 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Capital in excess of par value | 3,380 | 3,513 |
Accumulated deficit | -3,044 | -2,708 |
Accumulated other comprehensive income (loss) | -132 | 16 |
Total stockholder's equity | 204 | 821 |
Noncontrolling interest | 1 | |
Total equity | 205 | 821 |
Total Liabilities and Equity | $6,507 | $9,774 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Trade receivables, allowance for doubtful accounts | $22 | $17 |
Property and equipment, accumulated depreciation | 414 | 376 |
Software products, accumulated amortization | 1,754 | 1,644 |
Customer base, accumulated amortization | 531 | 486 |
Other intangible assets, accumulated amortization | 22 | 21 |
Class L common stock, convertible | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, cumulative liquidation preference percentage | 13.50% | 13.50% |
Common stock, aggregate liquidation preference | 8,064 | 7,040 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 29,062,421 | 29,062,421 |
Treasury stock, shares | 442,460 | 528,709 |
Class A common stock | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 550,000,000 | 550,000,000 |
Common stock, shares issued | 261,565,118 | 261,565,118 |
Treasury stock, shares | 3,985,453 | 4,761,694 |
SunGard Capital Corp. II | ||
Trade receivables, allowance for doubtful accounts | 22 | 17 |
Property and equipment, accumulated depreciation | 414 | 376 |
Software products, accumulated amortization | 1,754 | 1,644 |
Customer base, accumulated amortization | 531 | 486 |
Other intangible assets, accumulated amortization | 22 | 21 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Treasury stock, shares | 2,516,374 | 183,014 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, cumulative liquidation preference percentage | 11.50% | 11.50% |
Preferred stock, aggregate liquidation preference | 1,498 | 1,752 |
Preferred stock, shares authorized | 14,999,000 | 14,999,000 |
Preferred stock, shares issued | 10,060,069 | 10,060,069 |
SunGard Data Systems Inc. | ||
Trade receivables, allowance for doubtful accounts | 22 | 17 |
Property and equipment, accumulated depreciation | 414 | 376 |
Software products, accumulated amortization | 1,754 | 1,644 |
Customer base, accumulated amortization | 531 | 486 |
Other intangible assets, accumulated amortization | $22 | $21 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100 | 100 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Revenue | $2,809 | $2,761 | $2,808 | |||
Costs and expenses: | ||||||
Cost of sales and direct operating (excluding items described in Note 1) | 1,098 | 1,045 | 1,082 | |||
Sales, marketing and administration | 667 | 634 | 643 | |||
Product development and maintenance | 376 | 392 | 422 | |||
Depreciation | 107 | [1] | 104 | [1] | 96 | [1] |
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | |||
Trade name impairment charge | 339 | |||||
Total costs and expenses | 2,723 | 2,357 | 2,460 | |||
Operating income | 86 | 404 | 348 | |||
Other income (expense): | ||||||
Interest income | 1 | 1 | 1 | |||
Interest expense and amortization of deferred financing fees | -291 | -326 | -360 | |||
Loss on extinguishment of debt | -61 | -6 | -82 | |||
Other income (expense) | -2 | 1 | ||||
Other income (expense) | -351 | -333 | -440 | |||
Income (loss) from continuing operations before income taxes | -265 | 71 | -92 | |||
Benefit from (provision for) income taxes | 57 | -26 | 49 | |||
Income (loss) from continuing operations | -208 | 45 | -43 | |||
Income (loss) from discontinued operations, net of tax | -14 | 17 | -23 | |||
Net income (loss) | -222 | 62 | -66 | |||
(Income) attributable to the non-controlling interest | -174 | -169 | -251 | |||
Net income (loss) attributable to SunGard Capital Corp. | -396 | -107 | -317 | |||
Other comprehensive income (loss): | ||||||
Foreign currency translation, net | -65 | 19 | 33 | |||
Unrealized gain (loss) on derivative instruments, net of tax | -5 | 3 | 10 | |||
Other, net of tax | -3 | -3 | ||||
Other comprehensive income (loss), net of tax | -73 | 19 | 43 | |||
Comprehensive income (loss) | -295 | 81 | -23 | |||
Comprehensive income (loss) attributable to the non-controlling interest | -174 | -169 | -251 | |||
Comprehensive income (loss) | -469 | -88 | -274 | |||
SunGard Capital Corp. II | ||||||
Revenue | 2,809 | 2,761 | 2,808 | |||
Costs and expenses: | ||||||
Cost of sales and direct operating (excluding items described in Note 1) | 1,098 | 1,045 | 1,082 | |||
Sales, marketing and administration | 667 | 633 | 643 | |||
Product development and maintenance | 376 | 392 | 422 | |||
Depreciation | 107 | 104 | 96 | |||
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | |||
Trade name impairment charge | 339 | |||||
Total costs and expenses | 2,723 | 2,356 | 2,460 | |||
Operating income | 86 | 405 | 348 | |||
Other income (expense): | ||||||
Interest income | 1 | 1 | 1 | |||
Interest expense and amortization of deferred financing fees | -291 | -326 | -360 | |||
Loss on extinguishment of debt | -61 | -6 | -82 | |||
Other income (expense) | -2 | 1 | ||||
Other income (expense) | -351 | -333 | -440 | |||
Income (loss) from continuing operations before income taxes | -265 | 72 | -92 | |||
Benefit from (provision for) income taxes | 57 | -26 | 49 | |||
Income (loss) from continuing operations | -208 | 46 | -43 | |||
Income (loss) from discontinued operations, net of tax | -14 | 17 | -23 | |||
Net income (loss) | -222 | 63 | -66 | |||
Other comprehensive income (loss): | ||||||
Foreign currency translation, net | -65 | 19 | 33 | |||
Unrealized gain (loss) on derivative instruments, net of tax | -5 | 3 | 10 | |||
Other, net of tax | -3 | -3 | ||||
Other comprehensive income (loss), net of tax | -73 | 19 | 43 | |||
Comprehensive income (loss) | -295 | 82 | -23 | |||
SunGard Data Systems Inc. | ||||||
Revenue | 2,809 | 2,761 | 2,808 | |||
Costs and expenses: | ||||||
Cost of sales and direct operating (excluding items described in Note 1) | 1,098 | 1,045 | 1,082 | |||
Sales, marketing and administration | 666 | 633 | 643 | |||
Product development and maintenance | 376 | 392 | 422 | |||
Depreciation | 107 | 104 | 96 | |||
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | |||
Trade name impairment charge | 339 | |||||
Total costs and expenses | 2,722 | 2,356 | 2,460 | |||
Operating income | 87 | 405 | 348 | |||
Other income (expense): | ||||||
Interest income | 1 | 1 | 1 | |||
Interest expense and amortization of deferred financing fees | -291 | -326 | -360 | |||
Loss on extinguishment of debt | -61 | -6 | -82 | |||
Other income (expense) | -2 | 1 | ||||
Other income (expense) | -351 | -333 | -440 | |||
Income (loss) from continuing operations before income taxes | -264 | 72 | -92 | |||
Benefit from (provision for) income taxes | 57 | -26 | 49 | |||
Income (loss) from continuing operations | -207 | 46 | -43 | |||
Income (loss) from discontinued operations, net of tax | -17 | 17 | -23 | |||
Net income (loss) | -224 | 63 | -66 | |||
Other comprehensive income (loss): | ||||||
Foreign currency translation, net | -65 | 19 | 33 | |||
Unrealized gain (loss) on derivative instruments, net of tax | -5 | 3 | 10 | |||
Other, net of tax | -3 | -3 | ||||
Other comprehensive income (loss), net of tax | -73 | 19 | 43 | |||
Comprehensive income (loss) | ($297) | $82 | ($23) | |||
[1] | Includes amortization of capitalized software. |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Cash flow from operations: | ||||||
Net income (loss) | ($222) | $62 | ($66) | |||
Income (loss) from discontinued operations | -14 | 17 | -23 | |||
Income (loss) from continuing operations | -208 | 45 | -43 | |||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||||
Depreciation and amortization | 243 | 286 | 313 | |||
Trade name impairment charge | 339 | |||||
Deferred income tax provision (benefit) | -104 | -24 | -54 | |||
Stock compensation expense | 42 | 39 | 31 | |||
Amortization of deferred financing fees and debt discount | 18 | 37 | 36 | |||
Loss on extinguishment of debt | 61 | 6 | 82 | |||
Other noncash items | 1 | -1 | ||||
Changes in working capital: | ||||||
Accounts receivable and other current assets | -57 | -3 | 58 | |||
Accounts payable and accrued expenses | -18 | -5 | -11 | |||
Accrued interest | -5 | -1 | -49 | |||
Accrued income taxes | 12 | 7 | -52 | |||
Deferred revenue | 9 | 33 | -23 | |||
Cash flow from (used in) continuing operations | 332 | 421 | 287 | |||
Cash flow from (used in) discontinued operations | 33 | 324 | -43 | |||
Cash flow from (used in) operations | 365 | 745 | 244 | |||
Investment activities: | ||||||
Cash paid for acquired businesses, net of cash acquired | -4 | -2 | -40 | |||
Cash paid for property and equipment, and software | -143 | -111 | -97 | |||
Other investing activities | 1 | 1 | ||||
Cash provided by (used in) continuing operations | -147 | -112 | -136 | |||
Cash provided by (used in) discontinued operations | 7 | -146 | 1,597 | |||
Cash provided by (used in) investment activities | -140 | -258 | 1,461 | |||
Financing activities: | ||||||
Cash received from borrowings, net of fees | -7 | 2,171 | 1,715 | |||
Cash used to repay debt | -1,326 | -2,475 | -2,943 | |||
Premium paid to retire debt | -48 | |||||
Dividends paid | -2 | -3 | -724 | |||
Cash used to purchase treasury stock | -9 | -10 | -22 | |||
Other financing activities | -11 | -7 | -14 | |||
Cash provided by (used in) continuing operations | -1,355 | -324 | -2,036 | |||
Cash provided by (used in) discontinued operations | 887 | -2 | -3 | |||
Cash provided by (used in) financing activities | -468 | -326 | -2,039 | |||
Effect of exchange rate changes on cash | -16 | -1 | 7 | |||
Increase (decrease) in cash and cash equivalents | -259 | 160 | -327 | |||
Beginning cash and cash equivalents | 706 | 546 | 873 | |||
Ending cash and cash equivalents | 447 | 706 | 546 | |||
Supplemental information: | ||||||
Interest paid | 302 | 363 | 444 | |||
Income taxes paid, net of refunds of $8 million, $21 million and $19 million, respectively | 43 | 86 | 482 | |||
Non-cash financing activities: | ||||||
Distribution of net assets of SpinCo (see Note 1) | 227 | |||||
Receipt of SpinCo Notes in connection with AS Split-Off (see Note 1) | 425 | |||||
Exchange of SpinCo Notes for SunGard Notes (see Note 5) | 389 | |||||
SunGard Capital Corp. II | ||||||
Cash flow from operations: | ||||||
Net income (loss) | -222 | 63 | -66 | |||
Income (loss) from discontinued operations | -14 | 17 | -23 | |||
Income (loss) from continuing operations | -208 | 46 | -43 | |||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||||
Depreciation and amortization | 243 | 286 | 313 | |||
Trade name impairment charge | 339 | |||||
Deferred income tax provision (benefit) | -104 | -24 | -54 | |||
Stock compensation expense | 42 | 39 | 31 | |||
Amortization of deferred financing fees and debt discount | 18 | 37 | 36 | |||
Loss on extinguishment of debt | 61 | 6 | 82 | |||
Other noncash items | 1 | -1 | ||||
Changes in working capital: | ||||||
Accounts receivable and other current assets | -57 | -3 | 58 | |||
Accounts payable and accrued expenses | -18 | -5 | -11 | |||
Accrued interest | -5 | -1 | -49 | |||
Accrued income taxes | 12 | 7 | -52 | |||
Deferred revenue | 9 | 33 | -23 | |||
Cash flow from (used in) continuing operations | 332 | 422 | 287 | |||
Cash flow from (used in) discontinued operations | 33 | 324 | -43 | |||
Cash flow from (used in) operations | 365 | 746 | 244 | |||
Investment activities: | ||||||
Cash paid for acquired businesses, net of cash acquired | -4 | -2 | -40 | |||
Cash paid for property and equipment, and software | -143 | -111 | -97 | |||
Other investing activities | 1 | 1 | ||||
Cash provided by (used in) continuing operations | -147 | -112 | -136 | |||
Cash provided by (used in) discontinued operations | 7 | -146 | 1,597 | |||
Cash provided by (used in) investment activities | -140 | -258 | 1,461 | |||
Financing activities: | ||||||
Cash received from borrowings, net of fees | -7 | 2,171 | 1,715 | |||
Cash used to repay debt | -1,326 | -2,475 | -2,943 | |||
Premium paid to retire debt | -48 | |||||
Dividends paid | -2 | -3 | -724 | |||
Cash used to purchase treasury stock | -4 | -5 | -12 | |||
Other financing activities | -16 | -13 | -24 | |||
Cash provided by (used in) continuing operations | -1,355 | -325 | -2,036 | |||
Cash provided by (used in) discontinued operations | 887 | -2 | -3 | |||
Cash provided by (used in) financing activities | -468 | -327 | -2,039 | |||
Effect of exchange rate changes on cash | -16 | -1 | 7 | |||
Increase (decrease) in cash and cash equivalents | -259 | 160 | -327 | |||
Beginning cash and cash equivalents | 706 | 546 | 873 | |||
Ending cash and cash equivalents | 447 | 706 | 546 | |||
Supplemental information: | ||||||
Interest paid | 302 | 363 | 444 | |||
Income taxes paid, net of refunds of $8 million, $21 million and $19 million, respectively | 43 | 86 | 482 | |||
Non-cash financing activities: | ||||||
Distribution of net assets of SpinCo (see Note 1) | 227 | |||||
Receipt of SpinCo Notes in connection with AS Split-Off (see Note 1) | 425 | |||||
Exchange of SpinCo Notes for SunGard Notes (see Note 5) | 389 | |||||
SunGard Data Systems Inc. | ||||||
Cash flow from operations: | ||||||
Net income (loss) | -224 | 63 | -66 | |||
Income (loss) from discontinued operations | -17 | 17 | -23 | |||
Income (loss) from continuing operations | -207 | 46 | -43 | |||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||||
Depreciation and amortization | 243 | 286 | 313 | |||
Trade name impairment charge | 339 | |||||
Deferred income tax provision (benefit) | -105 | -25 | -55 | |||
Stock compensation expense | 42 | 39 | 31 | |||
Amortization of deferred financing fees and debt discount | 18 | 37 | 36 | |||
Loss on extinguishment of debt | 61 | 6 | 82 | |||
Other noncash items | 1 | -1 | ||||
Changes in working capital: | ||||||
Accounts receivable and other current assets | -57 | -3 | 58 | |||
Accounts payable and accrued expenses | -18 | -5 | -11 | |||
Accrued interest | -5 | -1 | -49 | |||
Accrued income taxes | 12 | 8 | -51 | |||
Deferred revenue | 9 | 33 | -23 | |||
Cash flow from (used in) continuing operations | 332 | 422 | 287 | |||
Cash flow from (used in) discontinued operations | 33 | 324 | -43 | |||
Cash flow from (used in) operations | 365 | [1] | 746 | [2] | 244 | [3],[4] |
Investment activities: | ||||||
Cash paid for acquired businesses, net of cash acquired | -4 | -2 | -40 | |||
Cash paid for property and equipment, and software | -143 | -111 | -97 | |||
Other investing activities | 1 | 1 | ||||
Cash provided by (used in) continuing operations | -147 | -112 | -136 | |||
Cash provided by (used in) discontinued operations | 7 | -146 | 1,597 | |||
Cash provided by (used in) investment activities | -140 | -258 | 1,461 | |||
Financing activities: | ||||||
Cash received from borrowings, net of fees | -7 | 2,171 | 1,715 | |||
Cash used to repay debt | -1,326 | -2,475 | -2,943 | |||
Premium paid to retire debt | -48 | |||||
Dividends paid | -2 | -3 | -724 | |||
Other financing activities | -20 | -18 | -36 | |||
Cash provided by (used in) continuing operations | -1,355 | -325 | -2,036 | |||
Cash provided by (used in) discontinued operations | 887 | -2 | -3 | |||
Cash provided by (used in) financing activities | -468 | -327 | -2,039 | |||
Effect of exchange rate changes on cash | -16 | -1 | 7 | |||
Increase (decrease) in cash and cash equivalents | -259 | 160 | -327 | |||
Beginning cash and cash equivalents | 706 | [5] | 546 | [5] | 873 | [5] |
Ending cash and cash equivalents | 447 | 706 | [5] | 546 | [5] | |
Supplemental information: | ||||||
Interest paid | 302 | 363 | 444 | |||
Income taxes paid, net of refunds of $8 million, $21 million and $19 million, respectively | 43 | 86 | 482 | |||
Non-cash financing activities: | ||||||
Distribution of net assets of SpinCo (see Note 1) | 231 | |||||
Receipt of SpinCo Notes in connection with AS Split-Off (see Note 1) | 425 | |||||
Exchange of SpinCo Notes for SunGard Notes (see Note 5) | $389 | |||||
[1] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. | |||||
[2] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2013, the Parent Company allocated approximately $164 million of tax liabilities to its Guarantor Subsidiaries | |||||
[3] | The Supplemental Condensed Consolidating Schedule of Cash Flows for the year ended December 31, 2012 has been revised to correct the presentation of taxes paid and related intercompany transactions for the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries. While these revisions had no impact on the previously reported total cash flows of the Parent Company, Guarantor Subsidiaries or Non-Guarantor Subsidiaries, the corrections resulted in the following changes to previously reported amounts: For the Parent Company, cash flow from (used in) operations changed from $(881) million to $(863) million and cash provided by (used in) investment activities changed from $2,657 million to $2,639 million. For the Guarantor Subsidiaries, cash flow from (used in) operations changed from $847 million to $833 million and cash provided by (used in) investment activities changed from $938 million to $952 million. For the Non-Guarantor Subsidiaries, cash flow from (used in) operations changed from $278 million to $274 million and cash provided by (used in) investment activities changed from $(363) million to $(359) million. These revisions had no impact on the consolidated financial statements of the Company, the Supplemental Condensed Consolidating Balance Sheet, or the Supplemental Condensed Consolidating Schedule of Comprehensive Income. | |||||
[4] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2012, the Parent Company allocated approximately $191 million of tax liabilities to its Guarantor Subsidiaries. | |||||
[5] | Includes cash of discontinued operations. |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Beginning cash and cash equivalents, cash of discontinued operations | $31 | $11 | $41 |
Ending cash and cash equivalents, cash of discontinued operations | 31 | 11 | |
Income taxes paid, net of refunds | 19 | 21 | 8 |
SunGard Capital Corp. II | |||
Beginning cash and cash equivalents, cash of discontinued operations | 31 | 11 | 41 |
Ending cash and cash equivalents, cash of discontinued operations | 31 | 11 | |
Income taxes paid, net of refunds | 19 | 21 | 8 |
SunGard Data Systems Inc. | |||
Beginning cash and cash equivalents, cash of discontinued operations | 31 | 11 | 41 |
Ending cash and cash equivalents, cash of discontinued operations | 31 | 11 | |
Income taxes paid, net of refunds | $19 | $21 | $8 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Equity (USD $) | Total | SunGard Capital Corp. II | SunGard Data Systems Inc. | Noncontrolling interest | Noncontrolling interest | Noncontrolling interest | Sungard | Spin Co | Spin Co | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Temporary Equity | Common Stock | Common Stock | Capital in Excess of Par Value | Capital in Excess of Par Value | Capital in Excess of Par Value | Capital in Excess of Par Value | Capital in Excess of Par Value | Capital in Excess of Par Value | Treasury Stock Cost | Treasury Stock Cost | Treasury Stock Cost | Treasury Stock Cost | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) | Foreign Currency Translation | Foreign Currency Translation | Foreign Currency Translation | Net Unrealized Gain (Loss) on Derivative Instruments | Net Unrealized Gain (Loss) on Derivative Instruments | Net Unrealized Gain (Loss) on Derivative Instruments | Other | Other | Other | Preferred Stock |
In Millions | USD ($) | USD ($) | USD ($) | USD ($) | SunGard Capital Corp. II | SunGard Data Systems Inc. | SunGard Capital Corp. II | USD ($) | SunGard Capital Corp. II | SunGard Capital Corp. II | Class L common stock, convertible | Class A common stock | Noncontrolling interest | Sungard | Sungard | Sungard | Spin Co | Spin Co | Spin Co | Class L common stock, convertible | Class A common stock | USD ($) | SunGard Capital Corp. II | SunGard Data Systems Inc. | Sungard | Spin Co | Spin Co | USD ($) | SunGard Capital Corp. II | Class L common stock, convertible | Class A common stock | USD ($) | SunGard Capital Corp. II | SunGard Data Systems Inc. | USD ($) | SunGard Capital Corp. II | SunGard Data Systems Inc. | USD ($) | SunGard Capital Corp. II | SunGard Data Systems Inc. | USD ($) | SunGard Capital Corp. II | SunGard Data Systems Inc. | SunGard Capital Corp. II |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | SunGard Capital Corp. II | Class L common stock, convertible | Noncontrolling interest | SunGard Capital Corp. II | Class L common stock, convertible | Noncontrolling interest | USD ($) | USD ($) | SunGard Capital Corp. II | USD ($) | SunGard Capital Corp. II | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||||||||||||||
Beginning Balances at Dec. 31, 2011 | $1,375 | $1,433 | $1,461 | $2,038 | $23 | $47 | $6 | $28 | $2,768 | $3,785 | $3,793 | ($39) | ($18) | ($3,346) | ($2,288) | ($2,286) | ($37) | ($37) | ($37) | ($9) | ($9) | ($9) | ||||||||||||||||||||||
Beginning Balances (in shares) at Dec. 31, 2011 | 29 | 260 | 3 | 10 | ||||||||||||||||||||||||||||||||||||||||
Net income (loss) | -66 | -66 | -66 | 251 | 1 | -317 | -66 | -66 | ||||||||||||||||||||||||||||||||||||
Foreign currency translation | 33 | 33 | 33 | 33 | 33 | 33 | ||||||||||||||||||||||||||||||||||||||
Net unrealized gain on derivative instruments | 10 | 10 | 10 | 10 | 10 | 10 | ||||||||||||||||||||||||||||||||||||||
Stock compensation expense | 38 | 38 | 38 | 38 | 38 | 38 | ||||||||||||||||||||||||||||||||||||||
Dividends declared | -742 | -747 | -747 | -714 | -3 | -300 | -330 | 272 | -417 | |||||||||||||||||||||||||||||||||||
Issuance of common and preferred stock | 1 | -1 | -1 | 1 | ||||||||||||||||||||||||||||||||||||||||
Issuance of common and preferred stock (in shares) | 1 | |||||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock | -21 | -12 | -6 | -1 | -4 | -11 | -12 | |||||||||||||||||||||||||||||||||||||
Purchase of treasury stock (in shares) | 1 | 2 | ||||||||||||||||||||||||||||||||||||||||||
Transfer intrinsic value of vested restricted stock units to temporary equity | -30 | -10 | 10 | 18 | 1 | 10 | -30 | -10 | ||||||||||||||||||||||||||||||||||||
Cancellation of put options due to employee terminations | 30 | 9 | 6 | -9 | -18 | -2 | -9 | 24 | 9 | |||||||||||||||||||||||||||||||||||
Other | -14 | -14 | -14 | -14 | ||||||||||||||||||||||||||||||||||||||||
Dividend declared to Parent | -746 | -327 | -419 | |||||||||||||||||||||||||||||||||||||||||
Ending Balances at Dec. 31, 2012 | 614 | 688 | 716 | 1,575 | 24 | 45 | 5 | 26 | 2,483 | 3,492 | 3,490 | -50 | -30 | -3,391 | -2,771 | -2,771 | -4 | -4 | -4 | 1 | 1 | 1 | ||||||||||||||||||||||
Ending Balances (in shares) at Dec. 31, 2012 | 29 | 261 | 1 | 5 | 10 | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | 60 | 63 | 63 | 167 | 2 | -107 | 63 | 63 | ||||||||||||||||||||||||||||||||||||
Foreign currency translation | 19 | 19 | 19 | 19 | 19 | 19 | ||||||||||||||||||||||||||||||||||||||
Net unrealized gain on derivative instruments | 3 | 3 | 3 | 3 | 3 | 3 | ||||||||||||||||||||||||||||||||||||||
Stock compensation expense | 46 | 46 | 46 | 46 | 46 | 46 | ||||||||||||||||||||||||||||||||||||||
Issuance of common and preferred stock | -9 | -5 | 9 | 5 | ||||||||||||||||||||||||||||||||||||||||
Issuance of common and preferred stock (in shares) | 1 | |||||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock | -10 | -4 | -4 | -6 | -4 | |||||||||||||||||||||||||||||||||||||||
Transfer intrinsic value of vested restricted stock units to temporary equity | -41 | -17 | 17 | 23 | 1 | 17 | -41 | -17 | ||||||||||||||||||||||||||||||||||||
Cancellation of put options due to employee terminations | 15 | 4 | 3 | -4 | -10 | -2 | -3 | 12 | 4 | |||||||||||||||||||||||||||||||||||
Other | -11 | -22 | -26 | -9 | -19 | -23 | 1 | -3 | -3 | -3 | ||||||||||||||||||||||||||||||||||
Ending Balances at Dec. 31, 2013 | 695 | 780 | 821 | 1,741 | 37 | 58 | 4 | 42 | 2,482 | 3,501 | 3,513 | -47 | -29 | -3,497 | -2,708 | -2,708 | 15 | 15 | 15 | 4 | 4 | 4 | -3 | -3 | -3 | |||||||||||||||||||
Ending Balances (in shares) at Dec. 31, 2013 | 29 | 262 | 1 | 5 | 10 | |||||||||||||||||||||||||||||||||||||||
Net income (loss) | -223 | -222 | -224 | 173 | 1 | -396 | -222 | -224 | ||||||||||||||||||||||||||||||||||||
Foreign currency translation | -65 | -65 | -65 | -65 | -65 | -65 | ||||||||||||||||||||||||||||||||||||||
Net unrealized gain on derivative instruments | -5 | -5 | -5 | -5 | -5 | -5 | ||||||||||||||||||||||||||||||||||||||
Stock compensation expense | 44 | 44 | 44 | 44 | 44 | 44 | ||||||||||||||||||||||||||||||||||||||
Issuance of common and preferred stock | 3 | -1 | -12 | -8 | 15 | 8 | ||||||||||||||||||||||||||||||||||||||
Issuance of common and preferred stock (in shares) | -1 | -1 | ||||||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock | -9 | -4 | -3 | -6 | -4 | |||||||||||||||||||||||||||||||||||||||
Purchase of treasury stock (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||
Impact of exchange of SpinCo common stock for SCCII preferred stock | -338 | -343 | -428 | -1 | 174 | -4 | -255 | -9 | -9 | -75 | -75 | |||||||||||||||||||||||||||||||||
Impact of exchange of SpinCo common stock for SCCII preferred stock (in shares) | 3 | |||||||||||||||||||||||||||||||||||||||||||
Impact of modification of Awards | 4 | 13 | 6 | -4 | 3 | -4 | -6 | -8 | -6 | 4 | 13 | 6 | ||||||||||||||||||||||||||||||||
Transfer intrinsic value of vested restricted stock units to temporary equity | -33 | -13 | 13 | 20 | 13 | -33 | -13 | |||||||||||||||||||||||||||||||||||||
Cancellation of put options due to employee terminations | 24 | 8 | 6 | -8 | -15 | -1 | -8 | 18 | 8 | |||||||||||||||||||||||||||||||||||
Distribute AS to parent | -344 | -157 | -112 | -75 | ||||||||||||||||||||||||||||||||||||||||
Other | -14 | -21 | -22 | 1 | 1 | 1 | -1 | -12 | -19 | -20 | -3 | -3 | -3 | |||||||||||||||||||||||||||||||
Ending Balances at Dec. 31, 2014 | $92 | $169 | $205 | $1,490 | $1 | $1 | $31 | $57 | $3 | $37 | $2,674 | $3,519 | $3,380 | ($38) | ($280) | ($3,902) | ($2,939) | ($3,044) | ($125) | ($125) | ($125) | ($1) | ($1) | ($1) | ($6) | ($6) | ($6) | |||||||||||||||||
Ending Balances (in shares) at Dec. 31, 2014 | 29 | 262 | 3 | 4 | 10 |
Consolidated_Statement_of_Chan1
Consolidated Statement of Changes in Equity (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net unrealized gain on derivative instruments, tax expense (benefit) | ($3) | $3 | $2 |
Dividends declared to preferred shareholders Per Share | $72.80 | ||
SunGard Capital Corp. II | |||
Net unrealized gain on derivative instruments, tax expense (benefit) | -3 | 3 | 2 |
Dividends declared to preferred shareholders Per Share | $72.80 | ||
SunGard Data Systems Inc. | |||
Net unrealized gain on derivative instruments, tax expense (benefit) | ($3) | $3 | $2 |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of Presentation and Summary of Significant Accounting Policies: | |||||||||||||||||||||||||
SunGard Data Systems Inc. (“SunGard”) was acquired on August 11, 2005 in a leveraged buy-out (the “LBO”) by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the “Sponsors”). | ||||||||||||||||||||||||||
SunGard is a wholly owned subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard Capital Corp. (“SCC”). SCC and SCCII are collectively referred to as the “Parent Companies.” All four of these companies were formed in 2005 for the purpose of facilitating the LBO and are collectively referred to as the “Holding Companies.” The Holding Companies have no other operations beyond those of their ownership of SunGard. SCC, SCCII and SunGard are separate reporting companies and are collectively referred to as the “Company.” | ||||||||||||||||||||||||||
On March 31, 2014, SunGard completed the split-off of its Availability Services (“AS”) business to its existing stockholders, including its private equity owners, on a tax-free and pro-rata basis. As part of that transaction, the assets and liabilities of the AS business were contributed to a new subsidiary, and then SunGard transferred all of its ownership interests in that subsidiary to Sungard Availability Services Capital, Inc. (“SpinCo”) in exchange for common stock of SpinCo, approximately $425 million of SpinCo senior notes (“SpinCo Notes”), and $1,005 million of net cash proceeds from the issuance of an AS term loan facility (“SpinCo Term Loan”). Immediately after these transactions, SunGard distributed the common stock of SpinCo through SunGard’s ownership chain ultimately to SCCII, and then all stockholders of preferred stock of SCCII exchanged a portion of their shares of preferred stock for all of the shares of common stock of SpinCo on a pro-rata basis (together, with the transactions described above, the “AS Split-Off”). As a result, on March 31, 2014 the preferred stockholders of SCCII owned 100% of the common stock of SpinCo, a separate, independent company. The distribution of AS’ nets assets in connection with the AS Split-Off was based on the recorded amount of the net assets and did not result in a gain or loss upon disposal in the consolidated financial statements. | ||||||||||||||||||||||||||
The AS business and two small FS businesses that were sold on January 31, 2014 have been included in the Company’s financial results as discontinued operations for all periods presented. | ||||||||||||||||||||||||||
SunGard is one of the world’s leading software and technology services companies and has two segments: Financial Systems (“FS”) and Public Sector & Education (“PS&E”). The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. | ||||||||||||||||||||||||||
Certain prior year amounts have been reclassified to conform to current presentation. Refer to Note 2 of the Notes to Consolidated Financial Statements for information regarding the reclassification of facilities and information technology-related expenses to more accurately present them within the functional expense categories for the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||
The Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012 and 2013 have been revised to present stock compensation expense and developer time spent on customer billable professional services projects in the correct functional expense categories. Refer to Note 2 of Notes to Consolidated Financial statements for additional details.The Consolidated Balance Sheet as of December 31, 2013 has been revised to correct an immaterial misclassification of certain income tax receivable balances. Total assets and total liabilities each decreased by $7 million at December 31, 2013. Refer to Note 19 of the Notes to Consolidated Financial Statements for information regarding the revision to correct immaterial errors in the presentation of the Supplemental Condensed Consolidating Schedule of Cash Flows for the years ended December 31, 2012 and 2013. | ||||||||||||||||||||||||||
Estimates | ||||||||||||||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make many estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. | ||||||||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||||||||
The Company generates revenue from the following sources: (1) software revenue, (2) software-as-a-service (“SaaS”) and cloud revenue, and (3) professional services and Business Process as a Service (“BPaaS”) revenue. | ||||||||||||||||||||||||||
Software Revenue: Our software revenue is comprised of traditional software license fees, maintenance and support fees, and fees from the resale of third party software licenses. These software license fees include term licenses, perpetual licenses and rental fees for customers who would prefer a periodic fee instead of a larger up-front payment. Maintenance and support fees provide customers with periodic technology updates and interactive support related to our software. The remainder of our software revenue is generated from software license sales to new and existing customers. | ||||||||||||||||||||||||||
SaaS and Cloud Revenue: SaaS and Cloud offerings are delivered from SunGard data centers and provide customers with a secure and reliable environment operated by qualified SunGard personnel. These offerings allow customers to take advantage of SunGard’s deep domain expertise while avoiding the upfront cost of licensing and IT infrastructure. SaaS and Cloud revenue also includes revenue from our proprietary trading algorithms and trade execution network. These SaaS and Cloud offerings are generally sold on multi-year contracts and have historically generated high customer renewal rates. Professional and Business Processing Services: Professional Services offerings allow customers to install, optimize and integrate SunGard’s software into their computing environment. SunGard’s BPaaS offerings typically provide back-office processing services to our customers where the process is deeply related to a SunGard application. | ||||||||||||||||||||||||||
The following criteria must be met in determining whether revenue may be recorded: persuasive evidence of a contract exists; software has been delivered and/or services have been provided; the price is fixed or determinable; and collection is reasonably assured. | ||||||||||||||||||||||||||
Revenue is recorded as the services are provided based on the relative fair value of each element. Software maintenance and SaaS and Cloud revenue include monthly fees, which may include a fixed minimum fee and/or variable fees based on a measure of volume or activity, such as the number of accounts, trades or transactions, users or the number of hours of service. Software rentals combine the license and maintenance services into a bundled element, and the fee is recognized ratably over the corresponding services period when the customer has the right to use the software product and receive maintenance and support services. | ||||||||||||||||||||||||||
For fixed-fee professional services contracts, revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours to complete the contract, and losses, if any, are reflected in the period during which the change or loss becomes known. The Company also provides professional services on a time and materials basis, recognized monthly based upon hours incurred to date. In all cases, contract milestones, project risk profile and refund provisions are taken into consideration. | ||||||||||||||||||||||||||
Software license fees result from contracts that permit the customer to use a SunGard software product at the customer’s designated site or at the site of their choosing if the customer has the contractual right to take immediate possession of the software without significant penalty. Generally, these contracts are multiple-element arrangements since they usually provide for professional services and ongoing software maintenance. In these instances, license fees are recognized upon the signing of the contract and delivery of the software if the license fee and fees for other elements within the arrangement are fixed or determinable, collection is probable, and there is sufficient vendor specific evidence of the fair value of each undelivered element. When there are significant program modifications or customization, installation, systems integration or related services, the professional services and license revenue are combined in accordance with contract accounting guidance and recorded based upon proportional performance, measured in the manner described above. License revenue is recorded as each installment becomes due if customer payments are extended beyond normal billing terms, or at acceptance when there is significant acceptance, technology or service risk. Revenue also is recorded over the longest service period in those instances where the software is bundled together with post-delivery services and there is not sufficient evidence of the fair value of each undelivered service element. | ||||||||||||||||||||||||||
With respect to software-related multiple element arrangements, sufficient evidence of fair value is defined as vendor specific objective evidence (“VSOE”). VSOE of the fair value for each element within an arrangement is based on either historical stand-alone sales of the element to third parties or stated renewal rates within the contract. If there is no VSOE of the fair value of the delivered element (which is usually the software since the license is rarely if ever sold separately), but there is VSOE of the fair value of each of the undelivered elements (typically maintenance and professional services), then the residual method is used to determine the portion of the arrangement fee allocated to the delivered element. The revenue for each of the undelivered elements is set at the fair value of those elements using VSOE of the price paid when each of the undelivered elements is sold separately. The revenue remaining after allocation to the undelivered elements (i.e., the residual) is allocated to the delivered element. | ||||||||||||||||||||||||||
The Company’s maintenance and support offerings entitle the customers to receive product upgrades and enhancements on a “when and if available” basis along with technical support, and revenue is recognized ratably over the term of the maintenance and support arrangement. VSOE supporting the fair value of maintenance and support is based on the stated (optional) renewal rates contained in the initial arrangement. VSOE for the maintenance element is dependent upon the software product and the annual maintenance fee is typically 18% to 20% of the software license fee. VSOE supporting the fair value of professional services is based on the standard daily rates charged when those services are sold separately, represented by a substantial portion of transactions falling within a reasonably tight pricing range. | ||||||||||||||||||||||||||
In some software-related multiple-element arrangements, the maintenance or professional services rates are discounted. In these cases, a portion of the software license fee is deferred and recognized as the maintenance or professional services are performed based on VSOE of the services. | ||||||||||||||||||||||||||
From time to time, the Company enters into arrangements with customers that purchase non-software related services at the same time as, or within close proximity to, purchasing software (non-software multiple-element arrangements). Each element within a non-software multiple-element arrangement is accounted for as a separate unit of accounting provided the delivered services have value to the customer on a standalone basis, and, for an arrangement that includes a general right of return relative to the delivered services, delivery or performance of the undelivered service is considered probable and is substantially controlled by the Company. Where the criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. | ||||||||||||||||||||||||||
For non-software multiple-element arrangements, the Company allocates revenue to each element based on a selling price hierarchy at the arrangement inception. The selling price for each element is based upon the following selling price hierarchy: VSOE, then third-party evidence (“TPE”), then best estimated selling price (“BESP”). The total arrangement consideration is allocated to each separate unit of accounting for each of the non-software deliverables using the relative selling prices of each unit based on this hierarchy. The Company limits the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions. | ||||||||||||||||||||||||||
To determine the selling price in non-software multiple-element arrangements, the Company establishes VSOE of the selling price using the price charged for a deliverable when sold separately. Where VSOE does not exist, TPE is established by evaluating similar competitor products or services in standalone arrangements with similarly situated customers. If the Company is unable to determine the selling price because VSOE or TPE doesn’t exist, it determines BESP for the purposes of allocating the arrangement consideration. BESP can be determined by considering pricing practices, margin objectives, contractually stated prices, competitive/market conditions and geographies. | ||||||||||||||||||||||||||
Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met. | ||||||||||||||||||||||||||
Cost of Sales and Direct Operating Expenses | ||||||||||||||||||||||||||
Cost of sales and direct operating expenses represents the cost of providing the Company’s software and services offerings to customers and excludes depreciation, amortization and the cost of maintenance. | ||||||||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||||||||
Cash and cash equivalents consist of investments that are readily convertible into cash and have original maturities of three months or less. | ||||||||||||||||||||||||||
Concentration of Credit Risk | ||||||||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company sells a significant portion of its products and services to the financial services industry and could be affected by the overall condition of that industry. The Company believes that any credit risk associated with accounts receivable is substantially mitigated by the relatively large number of customer accounts and reasonably short collection terms. Accounts receivable are stated at estimated net realizable value, which approximates fair value. By policy, the Company places its available cash and short-term investments with institutions of high credit-quality and limits the amount of credit exposure to any one issuer. | ||||||||||||||||||||||||||
Foreign Currency Translation | ||||||||||||||||||||||||||
The functional currency of each of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. Increases and decreases in net assets resulting from currency translation are reflected in stockholder’s equity as a component of accumulated other comprehensive income (loss). | ||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable | ||||||||||||||||||||||||||
A reconciliation of the beginning and ending balance of the allowance for doubtful accounts receivable follows (in millions): | ||||||||||||||||||||||||||
Continuing operations | Discontinued operations | Total | ||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 17 | $ | 6 | $ | 23 | ||||||||||||||||||||
Additions charged to operations | 5 | 2 | 7 | |||||||||||||||||||||||
Translation adjustments and other | - | (8 | ) | -1 | (8 | ) | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 22 | $ | - | $ | 22 | ||||||||||||||||||||
-1 | Translation adjustments and other for discontinued operations includes $7 million that was removed as a result of the AS Split-Off in 2014. | |||||||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||||||||
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (three to eight years for equipment and ten to 40 years for buildings and improvements). Leasehold improvements are amortized ratably over their remaining lease term or useful life, if shorter. Depreciation and amortization of property and equipment in continuing operations was $62 million in 2012, $63 million in 2013 and $55 million in 2014. | ||||||||||||||||||||||||||
Software Products | ||||||||||||||||||||||||||
Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. For purchased and internally developed software, costs are generally amortized over three to five years. For software acquired in business acquisitions, costs are generally amortized over three to twelve years (average life is nine years). | ||||||||||||||||||||||||||
Amortization of all software products in continuing operations were as follows for 2012, 2013 and 2014 (in millions): | ||||||||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||||||||
Amortization of all acquired and purchased software | $ | 173 | $ | 141 | $ | 102 | ||||||||||||||||||||
products | ||||||||||||||||||||||||||
Amortization of all internally developed software products | 11 | 19 | 27 | |||||||||||||||||||||||
(included in depreciation) | ||||||||||||||||||||||||||
Purchase Accounting and Intangible Assets | ||||||||||||||||||||||||||
Purchase accounting requires that all assets and liabilities be recorded at fair value on the acquisition date, including identifiable intangible assets separate from goodwill. Identifiable intangible assets include customer base (which includes customer contracts and relationships), software, trade name and non-compete agreements. Goodwill represents the excess of cost over the fair value of net assets acquired. | ||||||||||||||||||||||||||
The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, the specific characteristics of the identified intangible assets, and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, technological developments, economic conditions and competition. In connection with determination of fair values, the Company may engage independent appraisal firms to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. | ||||||||||||||||||||||||||
Customer Base Intangible Assets | ||||||||||||||||||||||||||
Customer base intangible assets represent customer contracts and relationships obtained as a result of the LBO and as part of businesses acquired since the LBO and are amortized using the straight-line method over their estimated useful lives, ranging from three to 18 years (average life is 15 years). Amortization of all customer base intangible assets in continuing operations totaled $63 million in 2012, $61 million in 2013 and $58 million in 2014. | ||||||||||||||||||||||||||
Other Assets | ||||||||||||||||||||||||||
Other assets consist primarily of deferred financing costs incurred in connection with the Company’s outstanding debt (see Note 5), noncompetition agreements and long-term accounts receivable. Deferred financing costs are amortized over the term of the related debt. Noncompetition agreements are amortized using the straight-line method over their stated terms, ranging from three to five years. | ||||||||||||||||||||||||||
Impairment Reviews for Long-Lived Assets | ||||||||||||||||||||||||||
The Company periodically reviews the carrying values and useful lives of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Factors that could indicate an impairment include significant underperformance of the asset as compared to historical or projected future operating results, or significant negative industry or economic trends. When the Company determines that the carrying value of an asset may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset are compared to the carrying value of the asset. If the sum of the estimated future undiscounted cash flows is less than the carrying amount, an impairment charge is recorded based on the difference between the carrying value of the asset and its fair value, which the Company estimates based on discounted expected future cash flows. In determining whether an asset is impaired, the Company makes assumptions regarding recoverability of costs, estimated future cash flows from the asset, intended use of the asset and other relevant factors. If these estimates or their related assumptions change, impairment charges for these assets may be required. | ||||||||||||||||||||||||||
Future Amortization of Acquisition-Related Intangible Assets | ||||||||||||||||||||||||||
Based on amounts recorded at December 31, 2014, total expected amortization of all acquisition-related intangible assets in each of the years ended December 31 follows (in millions): | ||||||||||||||||||||||||||
2015 | $ | 84 | ||||||||||||||||||||||||
2016 | 67 | |||||||||||||||||||||||||
2017 | 59 | |||||||||||||||||||||||||
2018 | 54 | |||||||||||||||||||||||||
2019 | 46 | |||||||||||||||||||||||||
Trade Name | ||||||||||||||||||||||||||
The trade name intangible asset represents the value of the SunGard trade name and is an indefinite-lived asset not subject to amortization. The Company completes its annual trade name impairment test as of July 1 of each year and more frequently when negative conditions or triggering events arise. | ||||||||||||||||||||||||||
Interim Impairment Test | ||||||||||||||||||||||||||
The AS Split-Off triggered an interim impairment test of the carrying value of the SunGard trade name as of March 31, 2014 due to changes in how the trade name was to be used following the AS Split-Off. The Company utilized an income approach known as the relief-from-royalty method to determine the fair value of the SunGard trade name. Under this method, a royalty rate was applied to SunGard’s projected revenues to determine the annual cash savings attributable to ownership of the trade name. This amount was then tax-effected and discounted to present value to ultimately arrive at the estimated fair value of the trade name. | ||||||||||||||||||||||||||
The Company developed certain assumptions and estimates related to the calculation of fair value of its trade name. The fair value assumptions and estimates primarily included projections of future revenues, a royalty rate, a tax rate, and a discount rate. The loss of projected AS revenues due to the AS Split-Off had a significant negative impact on the results of the trade name valuation. Based on the results of the impairment test, the fair value of the trade name was determined to be lower than its carrying value and resulted in a $339 million impairment of the trade name as of March 31, 2014. | ||||||||||||||||||||||||||
In connection with the AS Split-Off, SunGard and AS agreed to a two-year royalty-free period for AS’ limited use of a derivative of the trade name, after which it will pay a pre-determined royalty rate based on its annual revenue for a specified number of years. As of March 31, 2014, SunGard transferred an $8 million “right-to-use” asset representing the value of AS’ limited right to use the “SUNGARD AVAILABILITY SERVICES” trade name during the royalty-free period. | ||||||||||||||||||||||||||
Annual Impairment Test | ||||||||||||||||||||||||||
As of July 1, 2014, the Company completed its annual impairment test and determined that the fair value of the trade name exceeded its carrying value, resulting in no further impairment of the trade name since the interim test performed as of March 31, 2014. From a sensitivity standpoint, a 50 basis point decrease in the assumed royalty rate would have resulted in an impairment of the trade name asset of approximately $123 million. A 50 basis point increase in the discount rate would result in an impairment of the trade name asset of approximately $24 million (100 basis point increase would result in an impairment of approximately $59 million). Furthermore, to the extent that additional businesses are sold, split-off or otherwise divested in the future, or revenues related to continuing operations decline, the revenue supporting the trade name will decline, which may result in further impairment charges. | ||||||||||||||||||||||||||
The following table summarizes changes in the value of the trade name for the year ended December 31, 2014 (in millions): | ||||||||||||||||||||||||||
Trade name, net | ||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,019 | ||||||||||||||||||||||||
Transfer limited "right to use" trade name asset to AS | (8 | ) | ||||||||||||||||||||||||
Trade name impairment | (339 | ) | ||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 672 | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||||
July 1, 2014 Annual Impairment Test | ||||||||||||||||||||||||||
The Company performs a goodwill impairment test annually and more frequently when negative conditions or triggering events arise. The Company completes its annual goodwill impairment test as of July 1 for each of its reporting units. The Company has the option of performing an assessment of certain qualitative factors to determine if it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value (referred to as a “step-zero” test) or proceeding directly to a quantitative analysis (referred to as a “step-one” test). | ||||||||||||||||||||||||||
Since each of the reporting units had an estimated fair value in excess of 20% of its respective carrying value as of the most recent step-one test, which was either as of July 1, 2012 or July 1, 2013, and no events were noted that would significantly decrease the fair value of the reporting unit, the Company elected to apply the qualitative assessment under the step-zero testing approach for all reporting units as of July 1, 2014. Based on the results of these tests, no step-one tests were determined to be necessary. | ||||||||||||||||||||||||||
When performing a qualitative test, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of the reporting units are less than their respective carrying values. Examples of qualitative factors that management assesses include the Company’s financial performance, market and competitive factors in the software and services industry, the amount of excess fair value over the carrying value of each reporting unit evident in prior years and other events specific to the Company’s reporting units. | ||||||||||||||||||||||||||
Management considered factors that would impact the reporting unit fair values as estimated by the market and income approaches used in the last step-one test. Management reviewed current projections of cash flows and compared these current projections to the projections included in the most recent step-one test, and considered the fact that no new significant competitors entered the marketplace in the industry and that consumer demand for the industry’s products remains relatively constant, if not growing slightly. Also, economic factors over the past year (or two years in the case of units that were last tested quantitatively as of July 1, 2012) did not significantly affect the discount rates used for the valuation of these reporting units. Management concluded that events occurring since the last step one test did not have a significant impact on the fair value of each of these reporting units. Therefore, management determined that it was not necessary to perform a quantitative (step-one) goodwill impairment test for these reporting units as the fair value of each reporting unit appeared to exceed its respective carrying value. | ||||||||||||||||||||||||||
July 1, 2013 Impairment Test | ||||||||||||||||||||||||||
For the annual impairment test as of July 1, 2013, the Company chose to assess the qualitative factors of five of its reporting units and determined, for each of those five reporting units, a step-one test was not required. Management concluded that events occurring in 2013 did not have a significant impact on the fair value of each of these reporting units. Therefore, management determined that it was not necessary to perform a quantitative (step-one) goodwill impairment test for these reporting units. The Company performed a step-one test for the remaining six reporting units. | ||||||||||||||||||||||||||
In step one, the estimated fair value of each reporting unit is compared to its carrying value. The Company estimated the fair values of each reporting unit by a combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings (the income approach) and (ii) a comparative analysis of revenue and EBITDA multiples of public companies in similar markets (the market approach). An equal weighting of the income approach and the market approach was used in the July 1, 2013 test. If there is a deficiency (the estimated fair value of a reporting unit is less than its carrying value), a step-two test is required. In step two, the amount of any goodwill impairment is measured by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of goodwill, with the resulting impairment reflected as a charge to operations. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination. | ||||||||||||||||||||||||||
Estimating the fair value of a reporting unit requires various assumptions including projections of future cash flows, perpetual growth rates and discount rates. The assumptions about future cash flows and growth rates are based on management’s assessment of a number of factors, including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves, as well as industry and general economic data from third party sources. Discount rate assumptions reflect an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit. | ||||||||||||||||||||||||||
For the July 1, 2013 impairment test, the discount rates used were between 9% and 13.5% and the perpetual growth rates used were between 1.5% and 4%. Based on the results of the step-one tests, the Company determined that the fair values of each of the reporting units tested exceeded the respective carrying value and a step-two test was not required. | ||||||||||||||||||||||||||
The Company determined that the excess of the estimated fair value over the carrying value of one of its reporting units, which is included in discontinued operations, was 9% of the carrying value as of the July 1, 2013 impairment test. This reporting unit’s goodwill balance at July 1, 2013 was $527 million. As mentioned above, the Company uses a combination of the income approach and market approach to determine the fair value of each reporting unit. Under the income approach, which is subject to variability based on the discount and perpetual growth rate assumptions used, a 50 basis point decrease in the perpetual growth rate or a 50 basis point increase in the discount rate would not have caused this reporting unit to fail the step-one test. A one hundred basis point decrease in the perpetual growth rate or a one hundred basis point increase in the discount rate would have caused this reporting unit to fail the step-one test and require a step-two analysis, and some or all of this goodwill could have been impaired. The other five reporting units for which the Company performed a step one test each had estimated fair values that exceeded the respective carrying value of the reporting unit by at least 25% as of the July 1, 2013 impairment test. | ||||||||||||||||||||||||||
July 1, 2012 Annual Impairment Test | ||||||||||||||||||||||||||
Based on the results of the July 1, 2012 step-one tests, the Company determined that the carrying value of the Availability Services North America (“AS NA”) reporting unit, which is included in discontinued operations, was in excess of its respective fair value and a step-two test was required. The primary driver for the decline in the fair value of the AS NA reporting unit compared to the prior year was the decline in the cash flow projections for AS NA when compared to those used in the 2011 goodwill impairment test as a result of a decline in the overall outlook of this reporting unit. | ||||||||||||||||||||||||||
Prior to completing the step-two test, the Company first evaluated certain long-lived assets, primarily software, customer base and property and equipment, for impairment. In performing the impairment tests for long-lived assets, the Company estimated the undiscounted cash flows for the asset groups over the remaining useful lives of the reporting unit’s primary assets and compared that to the carrying value of the asset groups. There was no impairment of the long-lived assets. | ||||||||||||||||||||||||||
In completing the step-two test to determine the implied fair value of goodwill and therefore the amount of impairment, management first determined the fair value of the tangible and intangible assets and liabilities. Based on the testing performed, the Company determined that the carrying value of goodwill exceeded its implied fair value and recorded a goodwill impairment charge of $385 million in discontinued operations. | ||||||||||||||||||||||||||
For the July 1, 2012 impairment test, the discount rates used were between 10% and 12% and the perpetual growth rates used were between 3% and 4%. | ||||||||||||||||||||||||||
The following table summarizes the 2012 goodwill impairment charge included in discontinued operations by reporting unit (in millions): | ||||||||||||||||||||||||||
Net goodwill | Net goodwill | |||||||||||||||||||||||||
Reporting | balance before | Impairment | balance after | |||||||||||||||||||||||
Segment | unit | impairment | charge | impairment | ||||||||||||||||||||||
Availability Services | AS NA | $ | 914 | ($385) | $ | 529 | ||||||||||||||||||||
The following table summarizes changes in goodwill by segment for continuing operations (in millions): | ||||||||||||||||||||||||||
Cost | Accumulated impairment | |||||||||||||||||||||||||
FS | PS&E | Subtotal | PS&E | Subtotal | Total | |||||||||||||||||||||
Balance at December 31, 2012 | $ | 3,485 | $ | 544 | $ | 4,029 | $ | (217 | ) | $ | (217 | ) | $ | 3,812 | ||||||||||||
Adjustments related to the LBO and prior year acquisitions | (1 | ) | - | (1 | ) | - | - | (1 | ) | |||||||||||||||||
Effect of foreign currency translation | 17 | - | 17 | - | - | 17 | ||||||||||||||||||||
Balance at December 31, 2013 | 3,501 | 544 | 4,045 | (217 | ) | (217 | ) | 3,828 | ||||||||||||||||||
Adjustments related to the LBO and prior year acquisitions | (2 | ) | - | (2 | ) | - | - | (2 | ) | |||||||||||||||||
Effect of foreign currency translation | (66 | ) | - | (66 | ) | - | - | (66 | ) | |||||||||||||||||
Balance at December 31, 2014 | $ | 3,433 | $ | 544 | $ | 3,977 | $ | (217 | ) | $ | (217 | ) | $ | 3,760 | ||||||||||||
Other Long-Term Liabilities | ||||||||||||||||||||||||||
Other long-term liabilities consist of straight-line rent expense accruals, asset retirement obligations for leased properties and, at SCC, a $17 million and $7 million dividend payable at December 31, 2013 and 2014, respectively (see Note 8). | ||||||||||||||||||||||||||
Stock Compensation | ||||||||||||||||||||||||||
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Fair value of restricted stock units (“RSUs”) with service-based or performance-based vesting is equal to the fair market value of the Company’s common and preferred stock at the time of grant. Fair value for stock options and share appreciation rights (“Appreciation Units”) with service-based or performance-based vesting is computed using the Black-Scholes pricing model. Fair value for Appreciation Units and RSUs with market-based vesting is computed using a Monte Carlo simulation. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options, expected volatility of the Company’s stock price, the number of awards expected to be forfeited, and the expected performance of the Company’s stock price. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, the Company estimates the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on the consolidated financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recognized. The Company’s ability to use the deferred tax asset is ultimately based on the actual value of the stock option upon exercise or restricted stock unit or Appreciation Unit upon distribution. If the actual value is lower than the fair value determined on the date of grant, there could be an income tax expense for the portion of the deferred tax asset that cannot be used, which could have a material effect on the consolidated financial results. | ||||||||||||||||||||||||||
Income Taxes | ||||||||||||||||||||||||||
Income tax expense is based on income before income taxes, and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is not more likely than not that a deferred tax asset will be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the consolidated results. To the extent that new information becomes available which causes the company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||||||||||
Recently Adopted | ||||||||||||||||||||||||||
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in Foreign Entity.” This new guidance clarified that when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business, the parent should only release the related cumulative translation adjustment (“CTA”) into net income if the deconsolidation or derecognition results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets resided. The adoption of ASU 2013-05 on January 1, 2014 did not have an impact on the consolidated financial statements as the Company has historically accounted for the removal of CTA related to sales of non-U.S. entities consistent with this new guidance. | ||||||||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice in the presentation of unrecognized tax benefits in those instances. This ASU requires that companies net their unrecognized tax benefits against all same jurisdiction deferred tax assets for net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority to the extent such deferred tax assets are available. If this criteria does not apply or the tax law of the applicable jurisdiction does not require the entity to use and the entity does not intend to use the deferred tax assets for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The adoption of ASU 2013-11 on January 1, 2014 did not have a material impact on the consolidated financial statements. | ||||||||||||||||||||||||||
Recently Issued | ||||||||||||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” that changes the criteria for reporting a discontinued operation. According to the new guidance, only disposals of a component that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results is a discontinued operation. The new guidance also requires expanded disclosures about discontinued operations and disposals of a significant part of an entity that does not qualify for discontinued operations reporting. ASU 2014-08 is effective beginning January 1, 2015 with early adoption permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously-issued financial statements. Once adopted, ASU 2014-08 will affect how the Company identifies and presents discontinued operations in the consolidated financial statements for future disposals. | ||||||||||||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a comprehensive revenue recognition model and supersedes most current revenue recognition guidance. This new guidance establishes a five step process that companies must use in order to recognize revenue properly. Those five steps are: (i) identifying contract(s) with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract, and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The new ASU will affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. ASU 2014-09 will be effective for the Company starting in the first quarter of fiscal 2017. ASU 2014-09 allows for two methods of adoption: (a) “full retrospective” adoption, meaning the standard is applied to all periods presented, or (b) “modified retrospective” adoption, meaning the cumulative effect of applying ASU 2014-09 is recognized as an adjustment to the fiscal 2017 opening retained earnings balance. The Company is in the process of determining the adoption method as well as the effects the adoption of ASU 2014-09 will have on its consolidated financial statements. | ||||||||||||||||||||||||||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern,” which establishes that in connection with the preparation of financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. ASU 2014-15 requires management to consider qualitative and quantitative information about conditions and events known and reasonably knowable at the date the financial statements are issued. ASU 2014-15 will be effective for the Company for the annual period ending after December 15, 2016 and interim periods beginning after December 15, 2016. The adoption of ASU 2014-15 is not expected to have a material impact on the Company’s consolidated financial statements. |
Expense_Classification
Expense Classification (Operating Expense) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Operating Expense | ||||||||||||||||||||||||
Change In Accounting Estimate [Line Items] | ||||||||||||||||||||||||
Expense Classification | 2. Expense Classification: | |||||||||||||||||||||||
Effective January 1, 2014, within the Consolidated Statements of Comprehensive Income, the Company changed its presentation of facilities and information technology-related expenses that are not directly associated with the delivery of its products and services. Formerly, the Company presented these expenses within sales, marketing and administration expense. The Company’s new method for presenting facilities and information technology-related expenses includes allocating these items to all of its functional areas, which the Company considers a better presentation as it more accurately reflects the actual cost of these functions. The presentation of prior year amounts in the consolidated financial statements has been reclassified to conform to the current year presentation. | ||||||||||||||||||||||||
Also, the Company revised its presentation of stock compensation expense. Formerly, the Company presented this expense entirely within sales, marketing and administration expense. The Company’s revised presentation allocates these costs to the appropriate functional areas. Further, the Company has revised its presentation of the costs for developer time spent on customer billable professional services projects. Formerly, the Company presented this expense within product development and maintenance expense. The Company’s revised presentation records these amounts to cost of sales and direct operating expense. | ||||||||||||||||||||||||
There was no impact on total reported costs and expenses for any period as a result of the changes. Management does not believe these revisions are material to the previously issued financial statements. | ||||||||||||||||||||||||
The impact within the functional areas, including the impact of the reclassification of AS to discontinued operations, is as follows for the years ended December 31, 2012 and 2013 as compared to the results included in the statements of comprehensive income included in the 2013 Annual Report on Form 10-K (in millions): | ||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||
As reported | Impact of discontinued operations | Reclassification of IT and facilities costs | Revised presentation of stock compensation expense | Revised presentation of developer time spent on professional services projects | As presented in the statement of comprehensive income (loss) | |||||||||||||||||||
Cost of sales and direct operating (excluding depreciation) | $ | 1,706 | $ | (738 | ) | $ | 52 | $ | 5 | $ | 20 | $ | 1,045 | |||||||||||
Sales, marketing and administration | 964 | (223 | ) | (98 | ) | (10 | ) | - | 633 | |||||||||||||||
Product development and maintenance | 366 | (5 | ) | 46 | 5 | (20 | ) | 392 | ||||||||||||||||
Total functional expenses | $ | 3,036 | $ | (966 | ) | $ | - | $ | - | $ | - | $ | 2,070 | |||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||
As reported | Impact of discontinued operations | Reclassification of IT and facilities costs | Revised presentation of stock compensation expense | Revised presentation of developer time spent on professional services projects | As presented in the statement of comprehensive income (loss) | |||||||||||||||||||
Cost of sales and direct operating (excluding depreciation) | $ | 1,712 | $ | (713 | ) | $ | 64 | $ | 4 | $ | 15 | $ | 1,082 | |||||||||||
Sales, marketing and administration | 996 | (223 | ) | (122 | ) | (8 | ) | - | 643 | |||||||||||||||
Product development and maintenance | 380 | (5 | ) | 58 | 4 | (15 | ) | 422 | ||||||||||||||||
Total functional expenses | $ | 3,088 | $ | (941 | ) | $ | - | $ | - | $ | - | $ | 2,147 | |||||||||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combination And Disposal Groups Including Discontinued Operations Disclosure [Abstract] | ||||||||||||
Business Combination And Disposal Groups Including Discontinued Operations Disclosure Text Block | 3. Acquisitions and Discontinued Operations: | |||||||||||
Acquisitions | ||||||||||||
SunGard is focused on generating organic growth from innovative products and services marketed on a global basis. The Company will selectively acquire businesses to help it achieve this goal by enhancing its products and services or extending its geographic reach. | ||||||||||||
During each of 2013 and 2014, the Company completed one acquisition in its FS segment. Cash paid, net of cash acquired, was $1 million and $4 million in 2013 and 2014, respectively (see Note 18). In addition, in 2013 the Company paid approximately $1 million related to deferred purchase price from a prior year acquisition. | ||||||||||||
During 2012, the Company completed two acquisitions in its FS segment. Cash paid, net of cash acquired, was $39 million. In addition, the Company paid approximately $1 million related to deferred purchase price from prior year acquisitions. | ||||||||||||
The acquisitions discussed above were not material to the Company’s operations, financial position or cash flows. | ||||||||||||
At December 31, 2014, contingent purchase price obligations that depend upon the operating performance of certain acquired businesses were $6 million, of which less than $1 million is included in other long-term liabilities. | ||||||||||||
Discontinued Operations | ||||||||||||
In January 2014, the Company completed the sale of two small businesses within the FS segment in exchange for €27 million paid at closing, €9 million to be paid within three years (“deferred purchase price”) and €2 million to be paid upon the successful assignment of certain customer contracts. The deferred purchase price is unconditional and is secured by a bank guarantee. On March 31, 2014, AS was split-off from SunGard (see Note 1). These businesses are included in our financial results as discontinued operations for all periods presented. | ||||||||||||
In 2012, the Company sold its Higher Education business (“HE”) and one FS subsidiary and recorded a $571 million gain on the sales. As a result of the HE sale, in 2012, the Company paid approximately $400 million in income tax payments, which is presented within income taxes paid, net of refunds on the Consolidated Statements of Cash Flows. | ||||||||||||
The results for the discontinued operations for the years ended December 31, 2012, 2013 and 2014 were as follows (in millions): | ||||||||||||
Year ended December 31, | ||||||||||||
2012 | 2013 | 2014 | ||||||||||
Revenue | $ | 1,509 | $ | 1,421 | $ | 338 | ||||||
Operating income (loss), excluding goodwill impairment | 106 | 71 | (25 | ) | ||||||||
Goodwill impairment charge | (385 | ) | - | - | ||||||||
Operating income (loss) | (279 | ) | 71 | (25 | ) | |||||||
Interest expense, net | (68 | ) | (73 | ) | (18 | ) | ||||||
Other income (expense) | (1 | ) | 1 | - | ||||||||
Gain on sale of business | 571 | - | 22 | |||||||||
Income (loss) before income taxes | 223 | (1 | ) | (21 | ) | |||||||
Benefit from (provision for) income taxes | (246 | ) | 18 | 4 | ||||||||
Income (loss) from discontinued operations | $ | (23 | ) | $ | 17 | $ | (17 | ) | ||||
An additional $3 million benefit from income taxes was recorded in 2014 in income (loss) from discontinued operations in the statement of comprehensive income for SCC and SCCII due to the deduction of certain previously capitalized costs for income tax purposes available as a result of the AS Split-Off. | ||||||||||||
Assets of discontinued operations and liabilities of discontinued operations consisted of the following at December 31, 2013 (in millions): | ||||||||||||
31-Dec-13 | ||||||||||||
Cash and cash equivalents | $ | 31 | ||||||||||
Trade receivables, net | 227 | |||||||||||
Prepaid expenses and other current assets | 70 | |||||||||||
Property and equipment, net | 669 | |||||||||||
Software products, net | 40 | |||||||||||
Customer base, net | 734 | |||||||||||
Other | 10 | |||||||||||
Goodwill | 735 | |||||||||||
Assets of discontinued operations | $ | 2,516 | ||||||||||
Accounts payable | $ | 47 | ||||||||||
Accrued compensation and benefits | 45 | |||||||||||
Other accrued expenses | 78 | |||||||||||
Deferred revenue | 260 | |||||||||||
Current portion of long-term debt | 2 | |||||||||||
Long-term debt | 5 | |||||||||||
Deferred income taxes | 282 | |||||||||||
Other long-term liabilities | 80 | |||||||||||
Liabilities of discontinued operations | $ | 799 | ||||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Property Plant And Equipment [Abstract] | |||||||
Property and Equipment | 4. Property and Equipment: | ||||||
Property and equipment consisted of the following (in millions): | |||||||
31-Dec-13 | 31-Dec-14 | ||||||
Computer and telecommunications equipment | $ | 349 | $ | 374 | |||
Leasehold improvements | 81 | 84 | |||||
Office furniture and equipment | 68 | 67 | |||||
Buildings and improvements | 21 | 26 | |||||
Land | 2 | 2 | |||||
Construction in progress | 7 | 13 | |||||
Property and equipment - total cost | 528 | 566 | |||||
Accumulated depreciation | (376 | ) | (414 | ) | |||
Property and equipment, net | $ | 152 | $ | 152 | |||
Debt_and_Derivative_Instrument
Debt and Derivative Instruments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Debt and Derivative Instruments | 5. Debt and Derivative Instruments: | ||||||||||||
Debt consisted of the following (in millions): | |||||||||||||
31-Dec-13 | 31-Dec-14 | ||||||||||||
Senior Secured Credit Facilities: | |||||||||||||
Secured revolving credit facility due March 8, 2018 (A) | $ | - | $ | - | |||||||||
Tranche A due February 28, 2014, effective interest rate of 1.92% (A) | 7 | - | |||||||||||
Tranche C due February 28, 2017, effective interest rate of 4.41% and 4.44% (A) | 427 | 400 | |||||||||||
Tranche D due January 31, 2020, effective interest rate of 4.50% (A) | 713 | - | |||||||||||
Tranche E due March 8, 2020, effective interest rate of 4.10% and 4.31% (A) | 2,183 | 1,918 | |||||||||||
Total Senior Secured Credit Facilities | 3,330 | 2,318 | |||||||||||
Senior Secured Notes due 2014 at 4.875% (B) | 250 | - | |||||||||||
Senior Notes due 2018 at 7.375% (C) | 900 | 511 | |||||||||||
Senior Notes due 2020 at 7.625% (C) | 700 | 700 | |||||||||||
Senior Subordinated Notes due 2019 at 6.625% (C) | 1,000 | 1,000 | |||||||||||
Secured accounts receivable facility, at 3.67% and 3.16% (D) | 200 | 140 | |||||||||||
Other, primarily foreign bank debt, acquisition purchase price and capital lease obligations | 4 | - | |||||||||||
Total debt | $ | 6,384 | $ | 4,669 | |||||||||
Short-term borrowings and current portion of long-term debt | $ | 290 | $ | - | |||||||||
Long-term debt | 6,094 | 4,669 | |||||||||||
Long-term debt | $ | 6,384 | $ | 4,669 | |||||||||
The Company was in compliance with all covenants at December 31, 2014. Below is a summary of SunGard’s debt instruments. | |||||||||||||
(A) Senior Secured Credit Facilities | |||||||||||||
SunGard has a $600 million revolving credit facility, of which $592 million was available for borrowing after giving effect to $8 million of outstanding letters of credit as of December 31, 2014. In addition, there were $4 million of letters of credit outstanding at December 31, 2014 that did not impact availability under the revolving credit facility. | |||||||||||||
On March 2, 2012, SunGard amended its Amended and Restated Credit Agreement dated as of August 11, 2005, as amended and restated from time to time (“Credit Agreement”) to, among other things, extend the maturity date of approximately $908 million in aggregate principal amount of tranche A and incremental term loans from February 28, 2014 to February 28, 2017 (“tranche C”), extend the maturity of the $880 million revolving credit facility commitments from May 11, 2013 to November 29, 2016, and amend certain covenants and other provisions, in order to, among other things, permit the potential spin-off of AS. The revolving credit facility commitments and tranche C each have springing maturity provisions which are described in the Credit Agreement. The interest rate on tranche C is LIBOR plus 3.75%. | |||||||||||||
On December 17, 2012, SunGard amended its Credit Agreement to, among other things, allow for the issuance of a $720 million term loan (“tranche D”), permit incremental credit extensions under the restated credit agreement in an amount up to $750 million; and modify certain covenants and other provisions in order to, among other things, permit additional restricted payments to be made with the net proceeds of the tranche D term loan and available cash in an aggregate amount not to exceed $750 million. Tranche D had certain springing maturities, and the interest rate was LIBOR plus 3.5% with a 1% LIBOR floor. | |||||||||||||
On December 31, 2012, SunGard voluntarily prepaid $48 million of its tranche A term loan and the entire outstanding incremental term loan balance of $169 million. | |||||||||||||
On March 8, 2013, SunGard amended and restated its Credit Agreement to, among other things, (i) issue an additional term loan of $2,200 million (“tranche E”) maturing on March 8, 2020, the proceeds of which were used to (a) repay in full the $1,719 million tranche B term loan and (b) repay $481 million of the tranche C term loan; (ii) replace the $880 million of revolving commitments with $850 million of new revolving commitments, which will mature on March 8, 2018; and (iii) modify certain covenants and other provisions in order to, among other things (x) modify (and in the case of the term loan facility, remove) the financial maintenance covenants included therein and (y) permit the Company to direct the net cash proceeds of permitted dispositions otherwise requiring a prepayment of term loans to the prepayment of specific tranches of term loans at the Company’s sole discretion. The interest rate on tranche E is LIBOR plus 3% with a 1% LIBOR floor. | |||||||||||||
During 2013, the Company repaid $200 million of tranche A term loans, $50 million outstanding on the revolving portion of the accounts receivable facility, and made the quarterly amortization payments on tranche D and E which totaled approximately $24 million. | |||||||||||||
On February 7, 2014, SunGard amended and restated its Credit Agreement to among other things (a) amend certain covenants and other provisions of the Credit Agreement in order to permit the AS Split-Off, including (i) the ability to effect the split-off without requiring an initial public offering, (ii) permitting AS to incur up to $1.5 billion of indebtedness in connection with the split-off, and (iii) SunGard’s total secured leverage ratio (less cash and cash equivalents in excess of $50 million), after giving pro forma effect to the split-off, to increase no more than 0.60x of Adjusted EBITDA at the time of the split-off; and (b) amend certain covenants and other provisions in order to, among other things (i) modify the financial maintenance covenant included therein, and (ii) permit the Company and its affiliates to repurchase term loans. | |||||||||||||
On February 28, 2014, SunGard repaid at maturity the remaining $7 million Tranche A term loan under the Senior Secured Credit Facilities. | |||||||||||||
On March 31, 2014, SunGard used net cash proceeds from the issuance of the SpinCo Term Loan to repay term loans (see mandatory prepayments below). Also, as a result of the AS Split-Off on March 31, 2014, SunGard’s revolving credit facility decreased from $850 million to $600 million. | |||||||||||||
Borrowings under the Credit Agreement bear interest at a rate equal to an applicable margin plus, at SunGard’s option, one of the following: | |||||||||||||
— | LIBOR based on the costs of funds for deposits in the currency of such borrowing for either 30, 60, 90 or 180 days, or | ||||||||||||
— | a base rate that is the higher of: | ||||||||||||
— | the prime rate of JPMorgan Chase Bank, N.A. and | ||||||||||||
— | the federal funds rate plus one-half of 1%. | ||||||||||||
The applicable margin for borrowings under the various Credit Agreement tranches may change subject to attaining certain leverage ratios. In addition to paying interest on outstanding principal under the Credit Agreement, the Company pays a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments. The commitment fee rate is currently 1.125% per annum and may change subject to attaining certain leverage ratios. | |||||||||||||
As of December 31, 2014, the applicable interest rates and the effective interest rates adjusted for swaps (if applicable) were as follows: | |||||||||||||
Applicable interest rate | Effective rate adjusted for swaps | ||||||||||||
Revolving credit facility | 3.67% | N/A | |||||||||||
Tranche C | 3.92% | 4.44% | |||||||||||
Tranche E | 4.00% | 4.31% | |||||||||||
N/A: Not Applicable | |||||||||||||
All obligations under the Credit Agreement are fully and unconditionally guaranteed by SunGard Holdco LLC and by substantially all domestic, 100% owned subsidiaries, referred to, collectively, as Guarantors. | |||||||||||||
Mandatory Prepayments | |||||||||||||
The Credit Agreement requires SunGard to prepay outstanding term loans, subject to certain exceptions, with 50% of annual excess cash flow (subject to attaining a certain leverage ratio) and proceeds from certain asset sales, casualty and condemnation events, other borrowings and certain financings under SunGard’s secured accounts receivable facility. Any mandatory prepayment resulting from a permitted disposition or the AS Split-Off are applied pro rata to the lenders of specific tranches of term loans at the Company’s sole discretion. All other mandatory payments would be applied pro rata to the term loan lenders and to installments of the term loans in direct order of maturity. Pursuant to the terms of the Credit Agreement, SunGard made the following mandatory prepayments: | |||||||||||||
— | In January 2012, SunGard completed the sale of HE and used net cash proceeds (as defined in the Credit Agreement) of $1.22 billion to repay, on a pro-rata basis, $396 million, $689 million and $137 million of tranche A, tranche B and the incremental term loan, respectively. As a result of the prepayment, the Company incurred a loss on the extinguishment of debt of approximately $15 million; and | ||||||||||||
— | On March 31, 2014, SunGard used the $1,005 million net cash proceeds from the issuance of the SpinCo Term Loan in connection with the AS Split-Off, to repay approximately $27 million of its tranche C term loan, $713 million of its tranche D term loan and $265 million of its tranche E term loan. | ||||||||||||
As a result of loan prepayments, SunGard is no longer required to make quarterly principal payments on the tranche C or tranche E term loans. | |||||||||||||
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, SunGard’s (and most or all of its subsidiaries’) ability to incur additional debt or issue preferred stock, pay dividends and distributions on or repurchase capital stock, create liens on assets, enter into sale and leaseback transactions, repay subordinated indebtedness, make investments, loans or advances, make capital expenditures, engage in certain transactions with affiliates, amend certain material agreements, change its lines of business, sell assets and engage in mergers or consolidations. In addition, under the revolving credit facility within the Credit Agreement, SunGard may be required to satisfy the total leverage ratio covenant depending on the amount drawn at the end of each fiscal quarter. | |||||||||||||
SunGard uses interest rate swap agreements to manage the amount of its floating rate debt in order to reduce its exposure to variable rate interest payments associated with the Credit Agreement. Each of these swap agreements is designated as a cash flow hedge. SunGard pays a stream of fixed interest payments for the term of the swap, and in turn, receives variable interest payments based on LIBOR. At December 31, 2014, one-month LIBOR was 0.17% and three-month LIBOR was 0.26%. The net receipt or payment from the interest rate swap agreements is included in interest expense. | |||||||||||||
A summary of the Company’s interest rate swaps at December 31, 2014 follows: | |||||||||||||
Inception | Maturity | Notional Amount (in millions) | Interest rate paid | Interest rate received (LIBOR) | |||||||||
August-September 2012 | Feb-17 | $ | 400 | 0.69% | 1-Month | ||||||||
Jun-13 | Jun-19 | 100 | 1.86% | 3-Month | |||||||||
Sep-13 | Jun-19 | 100 | 2.26% | 3-Month | |||||||||
February-March 2014 | Mar-20 | 300 | 2.27% | 3-Month | |||||||||
Total / Weighted Average Interest Rate | $ | 900 | 1.52% | ||||||||||
The interest rate swaps are included at estimated fair value as an asset or a liability in the consolidated balance sheet based on a discounted cash flow model using applicable market swap rates and certain assumptions. For 2012 and 2013, the Company included unrealized after-tax gains of $2 million, $5 million respectively, and in 2014, the company had a $4 million unrealized after-tax loss in Other Comprehensive Income (Loss) related to the change in market value of the swaps. The market value of the swaps recorded in Other Comprehensive Income (Loss) may be recognized in the statement of operations if certain terms of the Credit Agreement change, are modified or if the loan is extinguished. The fair values of the swap agreements at December 31, 2013 are $4 million and are included in other assets. The fair values of the swap agreements at December 31, 2014 are $1 million and $5 million and are included in other assets and other accrued expenses, respectively. The effects of the interest rate swaps are reflected in the effective interest rate for the Credit Agreement loans in the components of the debt table above. The Company had no ineffectiveness related to its swap agreements as of December 31, 2014. The Company expects to reclassify in the next twelve months approximately $8 million from other comprehensive income (loss) into earnings related to the Company’s interest rate swaps based on the borrowing rates at December 31, 2014. | |||||||||||||
(B) Senior Secured Notes due 2014 | |||||||||||||
On January 15, 2004, SunGard issued $250 million of 4.875% senior unsecured notes due January 2014, which were subject to certain standard covenants. As a result of the LBO, these senior notes became collateralized on an equal and ratable basis with loans under the Credit Agreement and were guaranteed by all subsidiaries that guarantee the senior notes due 2018 and 2020 and senior subordinated notes due 2019. The Senior Secured Notes were fully repaid and retired in January 2014. | |||||||||||||
(C) Senior Notes due 2015, 2018 and 2020 and Senior Subordinated Notes due 2015 and 2019 | |||||||||||||
In November 2010, SunGard issued $900 million of 7.375% senior notes due 2018 (“SunGard 2018 Notes”) and $700 million of 7.625% of senior notes due 2020 (“SunGard 2020 Notes” and together with the SunGard 2018 Notes “SunGard Senior Notes”). The proceeds, together with other cash, were used to retire the former $1.6 billion 9.125% senior notes that would have been due 2013.The SunGard Senior Notes (i) rank equally in right of payment to all existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the SunGard Senior Notes, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, and (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the SunGard Senior Notes. All obligations under the SunGard Senior Notes are fully and unconditionally guaranteed, subject to certain exceptions, by substantially all domestic, 100% owned subsidiaries of SunGard. | |||||||||||||
On April 2, 2012, SunGard redeemed for $527 million plus accrued and unpaid interest to the redemption date, all of its outstanding $500 million 10.625% senior notes due 2015 (“2015 Notes”) under the Indenture dated as of September 29, 2008 among SunGard, the guarantors named therein, and The Bank of New York Mellon, as trustee, as amended or supplemented from time to time. In conjunction with the redemption of the 2015 Notes, the Company incurred a $37 million loss on the extinguishment of debt which included a $27 million premium. | |||||||||||||
On November 1, 2012, SunGard issued $1 billion aggregate principal amount of 6.625% senior subordinated notes due 2019 (“Senior Subordinated Notes”) and used a portion of the net proceeds from this offering to repurchase approximately $490 million of its $1 billion 10.25% senior subordinated notes due 2015 (“existing 10.25% senior subordinated notes”). On December 3, 2012, SunGard redeemed the remaining existing 10.25% senior subordinated notes. As a result of this transaction, the Company incurred a $29 million loss on the extinguishment of debt which included a $21 million premium. | |||||||||||||
On March 31, 2014, SunGard exchanged the SpinCo senior notes with an aggregate principal amount of approximately $425 million for an aggregate principal amount of approximately $389 million of existing SunGard 2018 Notes which were then retired. The retirement of the SunGard 2018 Notes resulted in a $36 million loss on extinguishment of debt during the three months ended March 31, 2014. In addition, SunGard wrote-off approximately $25 million of capitalized deferred financing fees resulting from the repayment or retirement of debt during the three months ended March 31, 2014. | |||||||||||||
The Senior Subordinated Notes are unsecured senior subordinated obligations that are subordinated in right of payment to the existing and future senior debt, including the senior secured credit facilities, the SunGard 2018 Notes and the SunGard 2020 Notes. The Senior Subordinated Notes (i) rank equally in right of payment to all future senior subordinated debt, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the Senior Subordinated Notes, and (iv) rank senior in right of payment to all future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Subordinated Notes. | |||||||||||||
The SunGard Senior Notes and Senior Subordinated Notes are redeemable in whole or in part, at SunGard’s option, at any time at varying redemption prices that generally include premiums, which are defined in the applicable indentures. In addition, upon a change of control, SunGard is required to make an offer to redeem all of the SunGard Senior Notes and Senior Subordinated Notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest. | |||||||||||||
The indentures governing the SunGard Senior Notes and Senior Subordinated Notes contain a number of covenants that restrict, subject to certain exceptions, SunGard’s ability and the ability of its restricted subsidiaries to incur additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of its capital stock or make other restricted payments, make certain investments, enter into certain types of transactions with affiliates, create liens securing certain debt without securing the SunGard Senior Notes or Senior Subordinated Notes, as applicable, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and designate its subsidiaries as unrestricted subsidiaries. | |||||||||||||
(D) Secured Accounts Receivable Facility | |||||||||||||
SunGard’s syndicated secured accounts receivable facility limit was $200 million at December 31, 2014, which consists of a term loan of $140 million and a revolving commitment of $60 million. Advances may be borrowed and repaid under the revolving commitment with no impact on the facility limit. The term loan commitment may be repaid at any time at SunGard’s option, but will result in a permanent reduction in the facility limit. The interest rate is one-month LIBOR plus 3.5% and one-month LIBOR plus 3.0% at December 31, 2013 and 2014 respectively, which was 3.67% and 3.16 % at December 31, 2013 and 2014 respectively. At December 31, 2014, $140 million was drawn against the term loan commitment and no amount was outstanding under the revolving credit commitment. Also at December 31, 2014, $364 million of accounts receivable secured the borrowings under the receivables facility. | |||||||||||||
On January 31, 2014, SunGard removed AS as a seller and, as a result, repaid $60 million of the term loan commitment. Before the removal of AS and the $60 million repayment of the term loan, the aggregate facility limit was $275 million, consisting of a $200 million term loan commitment and a $75 million revolving credit commitment. | |||||||||||||
On May 14, 2014 SunGard amended and restated its secured accounts receivables facility in order to, among other things, (i) extend the maturity date of the receivables facility from December 19, 2017 to May 14, 2019; and (ii) reduce the applicable margin on the advances under the facility from 3.50% for LIBOR advances and 2.50% for base rate advances to 3.00% and 2.00%, respectively. | |||||||||||||
SunGard is subject to a fee on the unused portion of 0.75% per annum. The receivables facility contains certain covenants and SunGard is required to satisfy and maintain specified facility performance ratios, financial ratios and other financial condition tests. | |||||||||||||
Future Maturities | |||||||||||||
At December 31, 2014, the contractual future maturities of debt are as follows (in millions): | |||||||||||||
Contractual | |||||||||||||
2015 | $ | - | |||||||||||
2016 | - | ||||||||||||
2017 | 400 | ||||||||||||
2018 | 511 | ||||||||||||
2019 | 1,140 | ||||||||||||
Thereafter | 2,618 | ||||||||||||
Total | $ | 4,669 | |||||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income(Loss) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Equity [Abstract] | ||||||||||||||||
Accumulated Other Comprehensive Income(Loss) | 6. Accumulated Other Comprehensive Income (Loss): | |||||||||||||||
The following table summarizes the unrealized gains (losses) on derivative instruments including the impact of components reclassified into net income from accumulated other comprehensive income for the years ended December 31, 2012, 2013 and 2014 (in millions): | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
Other Comprehensive Income Components | 2012 | 2013 | 2014 | Affected Line Item in the Statement of Comprehensive Income for Components Reclassified from OCI | ||||||||||||
Unrealized gain (loss) on derivative instruments | $ | (1 | ) | $ | - | $ | (15 | ) | ||||||||
identified as accounting hedges | ||||||||||||||||
Loss (gain) on derivatives reclassified into income: | ||||||||||||||||
Interest rate contracts | 10 | 6 | 7 | Interest expense and amortization of deferred financing fees | ||||||||||||
Forward Currency Hedges | 3 | - | - | Cost of sales and direct operating | ||||||||||||
Total reclassified into income | 13 | 6 | 7 | |||||||||||||
Income tax benefit (expense) | (2 | ) | (3 | ) | 3 | |||||||||||
Amounts reclassified from accumulated other comprehensive income net of tax | 11 | 3 | 10 | |||||||||||||
Unrealized gain (loss) on derivative instruments, net of tax | $ | 10 | $ | 3 | $ | (5 | ) | |||||||||
The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax, through December 31, 2014 as follows (in millions): | ||||||||||||||||
Gains and Losses on | Currency | Other | Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Cash Flow Hedges | Translation | |||||||||||||||
Balance at December 31, 2012 | $ | 1 | $ | (4 | ) | $ | - | $ | (3 | ) | ||||||
Other comprehensive income before reclassifications | - | 19 | (3 | ) | 16 | |||||||||||
Amounts reclassified from accumulated other comprehensive income net of tax | 3 | - | - | 3 | ||||||||||||
Net current-period other comprehensive income | 3 | 19 | (3 | ) | 19 | |||||||||||
Balance at December 31, 2013 | 4 | 15 | (3 | ) | 16 | |||||||||||
Other comprehensive income before reclassifications | (15 | ) | (65 | ) | (3 | ) | (83 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income net of tax | 10 | - | - | 10 | ||||||||||||
Net current-period other comprehensive income | (5 | ) | (65 | ) | (3 | ) | (73 | ) | ||||||||
Impact from AS Split-off | - | (75 | ) | - | (75 | ) | ||||||||||
Balance at December 31, 2014 | $ | (1 | ) | $ | (125 | ) | $ | (6 | ) | $ | (132 | ) | ||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||
Fair Value Measurements | 7. Fair Value Measurements: | |||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2014 (in millions): | ||||||||||||||||||
Fair Value Measures Using | ||||||||||||||||||
Assets | Balance Sheet Caption | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market funds | Cash and cash equivalents | $ | 106 | $ | - | $ | - | $ | 106 | |||||||||
Interest rate swap agreements | Other assets | - | 1 | - | 1 | |||||||||||||
Currency forward contracts | Prepaid expenses and other current assets | - | 3 | - | 3 | |||||||||||||
Total | $ | 106 | $ | 4 | $ | - | $ | 110 | ||||||||||
Liabilities | ||||||||||||||||||
Interest rate swap agreements | Other accrued expenses | $ | - | $ | 5 | $ | - | $ | 5 | |||||||||
Currency forward contracts | Other accrued expenses | - | 1 | - | 1 | |||||||||||||
Total | $ | - | $ | 6 | $ | - | $ | 6 | ||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2013 (in millions): | ||||||||||||||||||
Fair Value Measures Using | ||||||||||||||||||
Balance Sheet Caption | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | ||||||||||||||||||
Money market funds | Cash and cash equivalents | $ | 407 | $ | - | $ | - | $ | 407 | |||||||||
Interest rate swap agreements | Other assets | - | 4 | - | 4 | |||||||||||||
Currency forward contracts | Prepaid expenses and other current assets | - | 2 | - | 2 | |||||||||||||
Total | $ | 407 | $ | 6 | $ | - | $ | 413 | ||||||||||
A Level 1 fair value measure is based upon quoted prices in active markets for identical assets or liabilities. A Level 2 fair value measure is based upon quoted prices for similar assets and liabilities in active markets or inputs that are observable. A Level 3 fair value measure is based upon inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). | ||||||||||||||||||
Money market funds are recognized and measured at fair value in the Company’s financial statements. Fair values of the interest rate swap agreements are calculated using a discounted cash flow model using observable applicable market swap rates and assumptions and are compared to market valuations obtained from brokers. | ||||||||||||||||||
The Company uses currency forward contracts to manage its exposure to fluctuations in costs caused by variations in Indian Rupee (“INR”) exchange rates. These INR forward contacts are designated as cash flow hedges. The fair value of these currency forward contracts is determined using currency exchange market rates, obtained from reliable, independent, third party banks, at the balance sheet date. This fair value of forward contracts is subject to changes in currency exchange rates. The Company has no ineffectiveness related to its use of currency forward contracts. The fair value of the INR forward contracts were an asset of $2 million and $3 million at December 31, 2013 and 2014, respectively. The Company expects to reclassify in the next twelve months approximately $2 million from other comprehensive income (loss) into earnings related to the Company’s INR forward contracts. | ||||||||||||||||||
Certain assets and liabilities are measured on a non-recurring basis. During the first quarter of 2014, the trade name (a level 3 non-recurring fair value measure) was written down to a fair value of $672 million due to the recognition of a $339 million impairment charge, which was the result of the AS Split-Off (see Note 3). The fair value of the trade name is categorized as Level 3, a fair value measurement using significant unobservable inputs, and is estimated by discounted cash flows based on projected future revenues. This requires the use of various assumptions including projections of future cash flows, perpetual growth rates and discount rates. In 2012, goodwill (a level 3 non-recurring fair value measure) with a carrying value of $914 million was written down to a fair value of $529 million due to the recognition of a $385 million impairment loss, which is reflected in discontinued operations (see Note 1). | ||||||||||||||||||
The fair value of goodwill is categorized in Level 3, fair value measurement using significant unobservable inputs, and is estimated by a combination of (i) discounted cash flows based on projected earnings in the future (the income approach) and (ii) a comparative analysis of revenue and EBITDA multiples of public companies in similar markets (the market approach). This requires the use of various assumptions including projections of future cash flows, perpetual growth rates and discount rates. | ||||||||||||||||||
The following table summarizes assets and liabilities measured at fair value on a non-recurring basis at December 31, 2014 (in millions): | ||||||||||||||||||
Fair Value Measures Using | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Assets | ||||||||||||||||||
Trade name | $ | - | $ | - | $ | 672 | ||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||
The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, to the extent the underlying liability will be settled in cash, approximate carrying values because of the short-term nature of these instruments. The derivative financial instruments are carried at fair value. The fair value of the Company’s floating rate and fixed rate long-term debt (Level 2) is determined using actual market quotes and benchmark yields received from independent vendors. The following table presents the carrying amount and estimated fair value of the Company’s debt, including current portion and excluding the interest rate swaps (in millions): | ||||||||||||||||||
31-Dec-13 | 31-Dec-14 | |||||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||||
Value | Value | Value | Value | |||||||||||||||
Floating rate debt | $ | 3,530 | $ | 3,548 | $ | 2,458 | $ | 2,431 | ||||||||||
Fixed rate debt | 2,862 | 3,024 | 2,211 | 2,286 | ||||||||||||||
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Preferred Stock | 8. Preferred Stock |
SCCII | |
SCCII has preferred and common stock outstanding at December 31, 2013 and 2014. The preferred stock is non-voting and ranks senior in right of payment to the common stock. Each share of preferred stock has a liquidation preference of $100 (the initial Class P liquidation preference) plus an amount equal to the accrued and unpaid dividends accruing at a rate of 11.5% per year of the initial Class P liquidation preference ($100 per share), compounded quarterly. Holders of preferred stock are entitled to receive cumulative preferential dividends to the extent a dividend is declared by the Board of Directors of SCCII at a rate of 11.5% per year of the initial Class P liquidation preference ($100 per share) payable quarterly in arrears. The aggregate amount of cumulative but undeclared preferred stock dividends at December 31, 2013 and 2014 was $764 million and $744 million, respectively ($77.35 and $98.64 per share, respectively). | |
Preferred shares and stock awards which include preferred shares are held by certain members of management. In the case of termination resulting from disability or death, an employee or his/her estate may exercise a put option which would require the Company to repurchase vested shares at the current fair market value. Accordingly, these shares of preferred stock must be classified as temporary equity (between liabilities and stockholder’s equity) on the balance sheet of SCCII. | |
In December 2012, SunGard borrowed $720 million (see Note 5) and used the net proceeds, along with available cash, to finance a preferred stock dividend of approximately $718 million, or $72.80 per preferred share (equivalent to $3.64 per pre-split Unit, as defined in Note 10). As a result of the dividend, under the terms of various equity award agreements and the SCC and SCCII Dividend Rights Plan, SCC was required to make dividend-equivalent cash payments of up to approximately $30 million to equity award holders. Of the $30 million, approximately $6 million was paid in December 2012 and the remaining balance will be paid over approximately five years, subject to vesting of the underlying equity awards. The total dividend and dividend-equivalents paid in 2012 was $724 million. In order to effect this transaction, SDS declared a dividend of approximately $747 million through holding companies ultimately to SCCII, which in turn declared a dividend of approximately $718 million to the holders of the preferred stock and a dividend of approximately $30 million, representing the amount of the dividend-equivalent cash payments, to SCC as the sole holder of the common stock. Also as a result of the dividend, all outstanding options on Units, except for the options with an exercise price of $4.50 per Unit, were modified to reduce the exercise price by $3.64 per Unit. There was no incremental stock compensation expense as a result of the dividend. Approximately $3 million and $2 million of dividend-equivalents were paid in 2013 and 2014, respectively. | |
On March 31, 2014, SCCII exchanged all of the common stock of SpinCo for 2,358,065 shares of its preferred stock held by its stockholders, which was recorded as treasury stock at the book value of the investment SCCII had in SpinCo. The decrease in the undeclared dividend is due to the reduced quantity of preferred stock outstanding partially offset by continued compounding. | |
SCC | |
Preferred stock of SCCII is classified as Noncontrolling interest in the equity section or temporary equity on the balance sheet of SCC. |
Common_Stock
Common Stock | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity [Abstract] | ||
Common Stock | 9. Common Stock | |
SCC has nine classes of common stock, Class L and Class A-1 through A-8. Class L common stock has identical terms as Class A common stock except as follows: | ||
— | Class L common stock has a liquidation preference: distributions by SCC are first allocated to Class L common stock up to its $81 per share liquidation preference plus an amount sufficient to generate a rate of return of 13.5% per annum, compounded quarterly (“Class L Liquidation Preference”). All holders of Common stock, as a single class, share in any remaining distributions pro rata based on the number of outstanding shares of Common stock; and | |
— | each share of Class L common stock automatically converts into Class A common stock upon an initial public offering or other registration of the Class A common stock and is convertible into Class A common stock upon a majority vote of the holders of the outstanding Class L common stock upon a change in control or other realization events. If converted, each share of Class L common stock is convertible into one share of Class A common stock plus an additional number of shares of Class A common stock determined by dividing the Class L Liquidation Preference at the date of conversion by the adjusted market value of one share of Class A common stock as set forth in the certificate of incorporation of SCC. | |
In the case of termination resulting from disability or death, an employee or his/her estate may exercise a put option which would require the Company to repurchase vested shares at the current fair market value. Accordingly, these common shares must be classified as temporary equity (between liabilities and equity) on the balance sheet of SCC. |
Stock_Option_and_Award_Plans_a
Stock Option and Award Plans and Stock-Based Compensation | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||||||||||||||||||||
Stock Option and Award Plans and Stock-Based Compensation | 10. Stock Option and Award Plans and Stock-Based Compensation: | |||||||||||||||||||||||||||||||
The SunGard 2005 Management Incentive Plan as amended from time to time (“Plan”) was established to provide long-term equity incentives. The Plan authorizes the issuance of equity subject to awards made under the Plan for up to 70 million shares of Class A common stock and 7 million shares of Class L common stock of SCC and 2.5 million shares of preferred stock of SCCII. | ||||||||||||||||||||||||||||||||
Under the Plan, awards of time-based and performance-based options have been granted to purchase “Units” in the Parent Companies. Each “Unit” consisted of 1.3 shares of Class A common stock and 0.1444 shares of Class L common stock of SCC and 0.05 shares of preferred stock of SCCII before the AS Split-off and 0.038 shares of preferred stock of SCCII after the AS Split-Off. The shares comprising a Unit are in the same proportion as the shares issued to all stockholders of the Parent Companies. From 2005 to 2007, options for Units were granted. Options for Units cannot be separately exercised for the individual classes of stock. Beginning in late 2007, awards were composed of restricted stock units (“RSUs”) for Units and options to purchase Class A common stock in SCC. Class A options were no longer granted after September 2010. Currently, RSUs and Appreciation Unites (defined below) are granted. All awards under the Plan are granted at fair market value on the date of grant. | ||||||||||||||||||||||||||||||||
As a result of the AS Split-Off, the proportion of preferred stock of SCCII included in each “Unit” of equity in the Parent Companies changed from 0.05 shares to 0.038 shares, while there was no change in the proportion of the Class A or Class L common stock of SCC. Accordingly, post-split, a “Unit” consists of 1.3 shares of Class A common stock and 0.1444 shares of Class L common stock of SCC and 0.038 shares of preferred stock of SCCII. | ||||||||||||||||||||||||||||||||
In conjunction with the AS Split-Off, SCC and SCCII amended all outstanding share-based awards to comply with the existing anti-dilution provisions in the Plan and respective share-based award agreements. The anti-dilution provisions require modification of the share-based awards in certain circumstances in order to prevent enlargement or dilution of benefits intended to be made available under the Plan. | ||||||||||||||||||||||||||||||||
To comply with the requirement of the Plan, all outstanding options and other long-term incentive equity awards were modified to (i) maintain the ratio of the exercise or base price to the fair market value of the stock prior to the modification and (ii) increase the quantity granted to maintain the intrinsic value of the awards based on the Unit price and the SpinCo share price, as applicable. In addition, all outstanding share-based awards were modified such that employees remaining with SunGard would hold awards in SunGard only and employees of AS would hold awards in SpinCo only. In order to achieve this result, all outstanding awards held by employees of AS were converted immediately prior to the AS Split-Off into SpinCo Awards. There was no incremental stock-based compensation expense as a result of these modifications. | ||||||||||||||||||||||||||||||||
Time-based options and RSUs granted generally vest over four or five years with monthly or annual vesting depending on the timing of the grant. Performance-based options and RSUs are earned upon the attainment of certain annual earnings goals based on Adjusted EBITA (defined as operating income before amortization of acquisition-related intangible assets, stock compensation expense and certain other items) or Adjusted EBITDA (defined as operating income before amortization of acquisition-related intangible assets, stock compensation expense, depreciation and certain other items) targets for the Company, depending on the date of grant, during a specified performance period. For awards granted prior to May 2011, there were generally five annual performance periods, of which 2014 was the last performance period included. For awards granted after May 2011, the performance period is generally 12 months at the end of which a portion of what was earned vests and the remainder of what was earned vests monthly or annually, generally over three years. Time-based and performance-based options can partially or fully vest upon a change of control and certain other termination events, subject to certain conditions, and expire ten years from the date of grant. Once vested, time-based and performance-based RSUs become payable in shares upon the first to occur of a change of control, separation from service without cause, or the date that is four or five years (ten years for certain performance-based RSUs) after the date of grant. | ||||||||||||||||||||||||||||||||
In 2013 and 2014, certain senior executives of the Company were granted long-term incentive equity awards (“Appreciation Units”) to be settled in stock. The Appreciation Units vesting terms are either market-based dependent upon the performance of the Company’s Unit price (“Performance-based”) or time-based. Performance-based Appreciation Units will vest only if the average value per Unit at each measurement date (as defined in the agreements) increases over a base Unit value specified in the agreements and may be subject to continued employment through June 1, 2017. Time-based Appreciation Units will vest in annual installments over a period of years as specified in the applicable award agreement, subject to continued employment. The Company determined the fair value of the Performance-based Appreciation Units using a Monte Carlo valuation model and will record the aggregate expense over the four-year measurement period on a straight-line basis regardless of vesting, subject to continued employment, if applicable. Time-based Appreciation Units were valued using the Black-Scholes pricing model, and will be expensed over the service period on a straight-line basis. | ||||||||||||||||||||||||||||||||
In June 2014, in addition to granting RSUs subject to time-based vesting, the Company granted RSUs with market-based vesting dependent upon the performance of the Company’s Unit price in relation to predetermined Unit price thresholds (“Market-based”). Each threshold signifies a level of vesting with interpolation between levels. Vesting is subject to continued employment through June 1, 2017, the measurement date. The Company determined the fair value of the Market-based RSUs using a Monte Carlo valuation model and will record the aggregate expense of $26 million over the three-year service period on a straight-line basis regardless of vesting, subject to continued employment, as required by GAAP. | ||||||||||||||||||||||||||||||||
The total fair value of options that vested for 2012, 2013 and 2014 was $4 million, $2 million and $1 million, respectively. The total fair value of Appreciation Units that vested during 2013 and 2014 was $2 million and $1 million, respectively. The total fair value of RSUs that vested for the years 2012, 2013 and 2014 was $30 million, $41 million and $32 million, respectively. At December 31, 2013 and 2014, approximately 3.2 million and 3.1 million RSUs, respectively, were vested. | ||||||||||||||||||||||||||||||||
The assumptions used in valuing the Appreciation Units and the RSUs with market-based vesting follow: | ||||||||||||||||||||||||||||||||
Year ended December 31, 2013 | Year ended December 31, 2014 | |||||||||||||||||||||||||||||||
Award type | Appreciation Units | Appreciation Units | RSUs | |||||||||||||||||||||||||||||
Vesting terms | Market-based | Time-based | Market-based | Market-based | ||||||||||||||||||||||||||||
Valuation model | Monte-Carlo | Black-Scholes | Monte-Carlo | Monte-Carlo | ||||||||||||||||||||||||||||
Weighted-average fair value on date of grant | $ | 5.45 | $ | 5.91 | $ | 6.51 | $ | 16.44 | ||||||||||||||||||||||||
Assumptions used to calculate fair value: | ||||||||||||||||||||||||||||||||
Volatility | 38 | % | 38 | % | 45 | % | 45 | % | ||||||||||||||||||||||||
Risk-free interest rate | 0.8 | % | 0.8 | % | 0.9 | % | 0.8 | % | ||||||||||||||||||||||||
Expected term | 4 years | 4 years | 3.2 years | 3 years | ||||||||||||||||||||||||||||
Dividends | zero | zero | zero | zero | ||||||||||||||||||||||||||||
Since the Company is not publicly traded, the Company utilizes equity valuations based on (a) stock market valuations of public companies in comparable businesses, (b) recent transactions involving comparable companies and (c) any other factors deemed relevant. The risk-free rate for periods within the contractual life of the Appreciation Unit or RSU is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatilities are based on implied volatilities from market comparisons of certain publicly traded companies and other factors. The expected term of Appreciation Units and Market-based RSUs granted is the term from grant date until distribution date. | ||||||||||||||||||||||||||||||||
For 2012, 2013 and 2014, the Company included stock compensation expense in the Statement of Comprehensive Income (Loss) as follows: | ||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||||||||||||||
Cost of sales and direct operating expenses | $ | 4 | $ | 5 | $ | 7 | ||||||||||||||||||||||||||
Sales, marketing and administration | 23 | 29 | 30 | |||||||||||||||||||||||||||||
Product development and maintenance | 4 | 5 | 5 | |||||||||||||||||||||||||||||
Stock compensation expense - continuing operations | 31 | 39 | 42 | |||||||||||||||||||||||||||||
Stock compensation expense - discontinued operations | 7 | 7 | 2 | |||||||||||||||||||||||||||||
Total stock compensation | $ | 38 | $ | 46 | $ | 44 | ||||||||||||||||||||||||||
At December 31, 2014, there was approximately $1 million and $45 million of unearned non-cash stock-based compensation related to time-based options and RSUs, respectively, that the Company expects to record as expense over a weighted average of 1.9 and 3.0 years, respectively. Also, at December 31, 2014, there was approximately $15 million of unearned non-cash stock compensation related to Appreciation Units that the Company expects to record over 2.4 years. In addition, at December 31, 2014, there was approximately $0.2 million and $9 million of unearned non-cash stock-based compensation related to performance-based options and RSUs, respectively, that the Company could record as expense over a weighted average of 2.1 and 2.5 years, respectively, primarily depending on continued service. Included in the unrecognized expense related to performance award amounts above are approximately 39,000 option Units ($0.2 million) and 559,000 RSUs ($9 million) that were earned during 2012 through 2014, but that will vest monthly or annually during 2015 through 2017. For time-based options and RSUs, compensation expense is recorded on a straight-line basis over the requisite service period of four or five years. For performance-based options and RSUs, recognition of compensation expense starts when the achievement of financial performance goals becomes probable and is recorded over the remaining service period. | ||||||||||||||||||||||||||||||||
The following table summarizes option, RSU and Appreciation Unit activity during 2014: | ||||||||||||||||||||||||||||||||
Units | ||||||||||||||||||||||||||||||||
Options (in millions) | Weighted-Average Exercise Price | RSUs (in millions) | Weighted-Average Grant Date Fair Value | Appreciation Units (in millions) | Weighted-Average Base Unit Value | Class A Options (in millions) | Weighted-Average Exercise Price | |||||||||||||||||||||||||
Outstanding at December 31, 2013 | 14.8 | $ | 14.3 | 9.4 | $ | 20.59 | 4.6 | $ | 17.37 | 5.4 | $ | 1.72 | ||||||||||||||||||||
Granted | - | 3.1 | 19.09 | 0.5 | $ | 17.44 | - | |||||||||||||||||||||||||
Exercised / released | (0.9 | ) | 8.69 | (1.3 | ) | 20.25 | - | - | ||||||||||||||||||||||||
Canceled | (0.6 | ) | 15.26 | (1.5 | ) | 17.62 | (0.5 | ) | 17.34 | (1.7 | ) | 1.4 | ||||||||||||||||||||
Impact of SunGard awards modified | 0.6 | n/a | 0.9 | n/a | 0.5 | n/a | - | |||||||||||||||||||||||||
Impact of SpinCo awards modified | (1.8 | ) | 14.41 | (1.6 | ) | 20.56 | - | - | ||||||||||||||||||||||||
Outstanding at December 31, 2014 | 12.1 | 13.08 | 9 | 18.67 | 5.1 | 16.58 | 3.7 | 1.86 | ||||||||||||||||||||||||
Included in the table above are 1.4 million option Units (weighted-average exercise price of $13.43), 0.5 million RSUs (weighted-average grant-date fair value of $19.87) and 1.0 million Class A options (weighted-average exercise price of $1.82) that have not vested and for which the performance period has ended. These options and RSUs may be canceled in the future. Also, approximately 1.7 million of the RSUs granted in 2014 are subject to Market-based vesting and may vest of up to 200% of the quantity granted based upon the stock price on the measurement date. | ||||||||||||||||||||||||||||||||
Shares available for grant under the Plan at December 31, 2014 were approximately 27.9 million shares of Class A common stock and 2.7 million shares of Class L common stock of SunGard Capital Corp. and 0.8 million shares of preferred stock of SunGard Capital Corp. II. | ||||||||||||||||||||||||||||||||
The total intrinsic value of options exercised during the years 2012, 2013 and 2014 was $22 million, $4 million and $8 million, respectively. | ||||||||||||||||||||||||||||||||
Cash proceeds received by SCC, including proceeds received by SCCII, from exercise of stock options were $0.2 million in 2012. Cash proceeds received by SCCII from exercise of stock options were $0.04 million in 2012. Cash proceeds received by SCC and SCCII from exercise of stock options in 2013 was not material. Cash proceeds received by SCC, including proceeds received from SCCII, from purchases of stock were $0.5 million in 2014. Cash proceeds received by SCCII from purchases of stock were $0.2 million in 2014. No cash proceeds from exercise of stock options were received in 2014. | ||||||||||||||||||||||||||||||||
The tax benefit from options exercised during 2012, 2013 and 2014 was $7 million, $1 million and $3 million, respectively. The tax benefit from release of RSUs during each of 2012, 2013 and 2014 was $6 million. The tax benefit is realized by SCC since SCC files as a consolidated group which includes SCCII and SunGard. | ||||||||||||||||||||||||||||||||
The following table summarizes information as of December 31, 2014 concerning options for Units, Appreciation Units and options for Class A shares that have vested and that are expected to vest in the future: | ||||||||||||||||||||||||||||||||
Vested and Expected to Vest | Exercisable | |||||||||||||||||||||||||||||||
Exercise Price ($) | Quantity Outstanding (in millions) | Weighted-average Remaining Life (years) | Aggregate Intrinsic Value (in millions) | Quantity (in millions) | Weighted-average Remaining Life (years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||||||||
Option Units | ||||||||||||||||||||||||||||||||
4.03 | 0.21 | 0.2 | $ | 3 | 0.21 | 0.2 | $ | 3 | ||||||||||||||||||||||||
12.87-15.31 | 10.04 | 0.9 | 39 | 9.94 | 0.9 | 39 | ||||||||||||||||||||||||||
15.85-18.91 | 0.37 | 5.4 | - | 0.33 | 5.2 | - | ||||||||||||||||||||||||||
Appreciation Units | ||||||||||||||||||||||||||||||||
14.89-15.96 | 2 | 2.4 | 3 | n/a | ||||||||||||||||||||||||||||
Options for Class A shares | ||||||||||||||||||||||||||||||||
0.21 - 0.44 | 1 | 4.9 | - | 0.98 | 4.9 | - | ||||||||||||||||||||||||||
1.41 | 0.17 | 3.9 | - | 0.17 | 3.9 | - | ||||||||||||||||||||||||||
2.22 - 3.06 | 1.5 | 3.3 | - | 1.5 | 3.3 | - | ||||||||||||||||||||||||||
Savings_Plans
Savings Plans | 12 Months Ended |
Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |
Savings Plans | 11. Savings Plans: |
The Company and its subsidiaries maintain savings and other defined contribution plans. Certain of these plans generally provide that employee contributions are matched with cash contributions by the Company subject to certain limitations including a limitation on the Company’s contributions to 4% of the employee’s compensation. Total expense for continuing operations under these plans aggregated $43 million in 2012, $45 million in 2013 and $51 million in 2014. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Income Taxes | 12. Income Taxes: | ||||||||||||||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes for 2012, 2013 and 2014 consisted of the following (in millions): | |||||||||||||||||||||||||||||||||||||
SCC | SCCII | SunGard | |||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |||||||||||||||||||||||||||||
U.S. operations | $ | (154 | ) | $ | (31 | ) | $ | (363 | ) | $ | (154 | ) | $ | (30 | ) | $ | (363 | ) | $ | (154 | ) | $ | (30 | ) | $ | (362 | ) | ||||||||||
Foreign operations | 62 | 102 | 98 | 62 | 102 | 98 | 62 | 102 | 98 | ||||||||||||||||||||||||||||
Total | $ | (92 | ) | $ | 71 | $ | (265 | ) | $ | (92 | ) | $ | 72 | $ | (265 | ) | $ | (92 | ) | $ | 72 | $ | (264 | ) | |||||||||||||
The continuing operations provision (benefit) for income taxes for 2012, 2013 and 2014 consisted of the following (in millions): | |||||||||||||||||||||||||||||||||||||
SCC | SCCII | SunGard | |||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |||||||||||||||||||||||||||||
Current: | |||||||||||||||||||||||||||||||||||||
Federal | $ | (21 | ) | $ | 5 | $ | 1 | $ | (21 | ) | $ | 5 | $ | 1 | $ | (20 | ) | $ | 6 | $ | 2 | ||||||||||||||||
State | 4 | 9 | 4 | 4 | 9 | 4 | 4 | 9 | 4 | ||||||||||||||||||||||||||||
Foreign | 22 | 36 | 42 | 22 | 36 | 42 | 22 | 36 | 42 | ||||||||||||||||||||||||||||
Total current | 5 | 50 | 47 | 5 | 50 | 47 | 6 | 51 | 48 | ||||||||||||||||||||||||||||
Deferred: | |||||||||||||||||||||||||||||||||||||
Federal | (27 | ) | (13 | ) | (122 | ) | (27 | ) | (13 | ) | (122 | ) | (28 | ) | (14 | ) | (123 | ) | |||||||||||||||||||
State | 1 | - | 33 | 1 | - | 33 | 1 | - | 33 | ||||||||||||||||||||||||||||
Foreign | (28 | ) | (11 | ) | (15 | ) | (28 | ) | (11 | ) | (15 | ) | (28 | ) | (11 | ) | (15 | ) | |||||||||||||||||||
Total deferred | (54 | ) | (24 | ) | (104 | ) | (54 | ) | (24 | ) | (104 | ) | (55 | ) | (25 | ) | (105 | ) | |||||||||||||||||||
Total | $ | (49 | ) | $ | 26 | $ | (57 | ) | $ | (49 | ) | $ | 26 | $ | (57 | ) | $ | (49 | ) | $ | 26 | $ | (57 | ) | |||||||||||||
Differences between income tax expense (benefit) at the expected U.S. federal statutory income tax rate of 35% and the Company’s continuing operations reported income tax (benefit) expense and effective tax rate for 2012, 2013 and 2014 were as follows (in millions): | |||||||||||||||||||||||||||||||||||||
SCC | SCCII | SunGard | |||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |||||||||||||||||||||||||||||
Tax at federal statutory rate | $ | (32 | ) | $ | 25 | $ | (93 | ) | $ | (32 | ) | $ | 25 | $ | (93 | ) | $ | (32 | ) | $ | 25 | $ | (93 | ) | |||||||||||||
State income taxes, net of federal benefit | 2 | 5 | (10 | ) | 2 | 5 | (10 | ) | 2 | 5 | (10 | ) | |||||||||||||||||||||||||
Foreign taxes, net of U.S. foreign tax credit (1) | (20 | ) | 1 | 1 | (20 | ) | 1 | 1 | (20 | ) | 1 | 1 | |||||||||||||||||||||||||
Tax rate changes (2) | 7 | (1 | ) | 46 | 7 | (1 | ) | 46 | 7 | (1 | ) | 46 | |||||||||||||||||||||||||
Nondeductible expenses | 2 | 3 | 4 | 2 | 3 | 4 | 2 | 3 | 4 | ||||||||||||||||||||||||||||
Change in uncertain tax positions (3) | 10 | 1 | 2 | 10 | 1 | 2 | 10 | 1 | 2 | ||||||||||||||||||||||||||||
Research and development credit | (1 | ) | (9 | ) | (6 | ) | (1 | ) | (9 | ) | (6 | ) | (1 | ) | (9 | ) | (6 | ) | |||||||||||||||||||
Domestic Production Activities Deduction | - | (1 | ) | (1 | ) | - | (1 | ) | (1 | ) | - | (1 | ) | (1 | ) | ||||||||||||||||||||||
U.S. income taxes on non-U.S. unremitted earnings | (20 | ) | 4 | (3 | ) | (20 | ) | 4 | (3 | ) | (20 | ) | 4 | (3 | ) | ||||||||||||||||||||||
Other, net | 3 | (2 | ) | 3 | 3 | (2 | ) | 3 | 3 | (2 | ) | 3 | |||||||||||||||||||||||||
Total | $ | (49 | ) | $ | 26 | $ | (57 | ) | $ | (49 | ) | $ | 26 | $ | (57 | ) | $ | (49 | ) | $ | 26 | $ | (57 | ) | |||||||||||||
Effective income tax rate | 53 | % | 36 | % | 22 | % | 53 | % | 36 | % | 22 | % | 53 | % | 36 | % | 22 | % | |||||||||||||||||||
-1 | Includes foreign taxes, dividends, utilization of foreign tax credits, and the rate differential between U.S. and foreign countries, and the change in foreign valuation allowance, as described in more detail below. Also includes $6 million, $4 million and $3 million in 2012, 2013 and 2014, respectively, related to benefits of tax holidays in Tunisia and India which expire in 2017 and 2024, respectively. | ||||||||||||||||||||||||||||||||||||
-2 | Tax rate changes in 2014 includes an expense of $48 million due to changes in certain state deferred income tax rates, which are primarily driven by the change in the legal entity ownership of the SunGard trade name caused by the AS Split-Off. | ||||||||||||||||||||||||||||||||||||
-3 | The change in uncertain tax positions recorded in continuing operations was an expense of $10 million, $1 million and $2 million in 2012, 2013 and 2014, respectively, which reflects the offsetting benefits recorded in prepaid expenses and other current assets and deferred income and other taxes on the balance sheet. The balance is recorded in discontinued operations. | ||||||||||||||||||||||||||||||||||||
Deferred income taxes are recorded based upon differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating and tax credit carryforwards. Deferred income tax assets and liabilities at December 31, 2013 and 2014 consisted of the following (in millions): | |||||||||||||||||||||||||||||||||||||
SCC | SCCII | SunGard | |||||||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-14 | 31-Dec-13 | 31-Dec-14 | 31-Dec-13 | 31-Dec-14 | ||||||||||||||||||||||||||||||||
Current: | |||||||||||||||||||||||||||||||||||||
Trade receivables and other current assets | $ | (2 | ) | $ | - | $ | (2 | ) | $ | - | $ | (2 | ) | $ | - | ||||||||||||||||||||||
Accrued expenses, net | 28 | 17 | 28 | 17 | 28 | 17 | |||||||||||||||||||||||||||||||
Tax credit carryforwards | 20 | - | 20 | - | 20 | - | |||||||||||||||||||||||||||||||
Other current | (11 | ) | (5 | ) | (11 | ) | (5 | ) | (11 | ) | (5 | ) | |||||||||||||||||||||||||
Total current deferred income tax asset (liability) | 35 | 12 | 35 | 12 | 35 | 12 | |||||||||||||||||||||||||||||||
Valuation allowance | (5 | ) | (4 | ) | (5 | ) | (4 | ) | (5 | ) | (4 | ) | |||||||||||||||||||||||||
Net current deferred income tax asset (liability) | 30 | 8 | 30 | 8 | 30 | 8 | |||||||||||||||||||||||||||||||
Less: amounts classified as related to discontinued operations | (13 | ) | - | (13 | ) | - | (13 | ) | - | ||||||||||||||||||||||||||||
Net current deferred income tax asset (liability) - continuing operations | $ | 17 | $ | 8 | $ | 17 | $ | 8 | $ | 17 | $ | 8 | |||||||||||||||||||||||||
Long-term: | |||||||||||||||||||||||||||||||||||||
Property and equipment | $ | 1 | $ | (2 | ) | $ | 1 | $ | (2 | ) | $ | 1 | $ | (2 | ) | ||||||||||||||||||||||
Intangible assets | (1,026 | ) | (596 | ) | (1,026 | ) | (596 | ) | (1,026 | ) | (596 | ) | |||||||||||||||||||||||||
Net operating loss carry-forwards | 98 | 71 | 98 | 71 | 98 | 71 | |||||||||||||||||||||||||||||||
Stock compensation | 62 | 55 | 62 | 55 | 62 | 55 | |||||||||||||||||||||||||||||||
U.S. income taxes on non-U.S. unremitted earnings | (24 | ) | (13 | ) | (24 | ) | (13 | ) | (24 | ) | (13 | ) | |||||||||||||||||||||||||
Other non-current | 34 | 6 | 34 | 6 | 34 | 6 | |||||||||||||||||||||||||||||||
Other, net | (12 | ) | 15 | (12 | ) | 15 | (5 | ) | 23 | ||||||||||||||||||||||||||||
Total long-term deferred income tax liability | (867 | ) | (464 | ) | (867 | ) | (464 | ) | (860 | ) | (456 | ) | |||||||||||||||||||||||||
Valuation allowance | (62 | ) | (48 | ) | (62 | ) | (48 | ) | (62 | ) | (48 | ) | |||||||||||||||||||||||||
Net long-term deferred income tax liability | (929 | ) | (512 | ) | (929 | ) | (512 | ) | (922 | ) | (504 | ) | |||||||||||||||||||||||||
Less: amounts classified as related to discontinued operations | 282 | - | 282 | - | 282 | - | |||||||||||||||||||||||||||||||
Net long-term deferred income tax liability - continuing operations | $ | (647 | ) | $ | (512 | ) | $ | (647 | ) | $ | (512 | ) | $ | (640 | ) | $ | (504 | ) | |||||||||||||||||||
The deferred income tax assets and liabilities include amounts classified as related to discontinued operations on the face of the financial statements for the year ended December 31, 2013. | |||||||||||||||||||||||||||||||||||||
As of December 31, 2014 the Company has net operating loss carryforwards, the tax effect of which is $71 million, which consist of $12 million for U.S. federal income tax purposes, $17 million for U.S. state income tax purposes and $42 million for foreign income tax purposes. The tax benefit recorded for net operating losses, net of valuation allowance, is $30 million, which consists of $6 million for U.S. federal income tax purposes, $2 million for U.S. state income tax purposes and $22 million for foreign income tax purposes. These tax loss carryforwards expire through 2034 and utilization is limited in certain jurisdictions. Some foreign losses have indefinite carryforward periods. | |||||||||||||||||||||||||||||||||||||
The valuation allowances of $67 million and $52 million at December 31, 2013 and 2014, respectively, were primarily related to federal, state and foreign net operating loss carryforwards that, in the judgment of management, are not more-likely-than-not to be realized. . | |||||||||||||||||||||||||||||||||||||
A reconciliation of the beginning and ending balance of the valuation allowance follows (in millions): | |||||||||||||||||||||||||||||||||||||
Continuing operations | Discontinued operations | Total | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 41 | $ | 26 | $ | 67 | |||||||||||||||||||||||||||||||
Additions charged to operations | 12 | -1 | 1 | 13 | |||||||||||||||||||||||||||||||||
Translation adjustments and other | (1 | ) | (27 | ) | -2 | (28 | ) | ||||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 52 | $ | - | $ | 52 | |||||||||||||||||||||||||||||||
-1 | Translation adjustments and other for discontinued operations includes $27 million that was sold or removed as a result of the AS Split-Off in 2014. | ||||||||||||||||||||||||||||||||||||
In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. In the fourth quarter of 2014 after weighing the positive and negative evidence required, the Company recorded a valuation allowance of $3 million against certain losses generated in France. These losses were larger than anticipated and exceeded the scheduled reversal of deferred tax liabilities. The tax benefit of the French losses totals $24million at December 31, 2014 and have an indefinite carryover period. Based upon the level of historical taxable income, projections for future taxable income and the reversal of deferred tax liabilities over the periods in which the deferred tax assets are deductible, management believes it is more-likely-than-not that the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 2013 and 2014. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced or as the reversal of certain deferred tax liabilities continues. | |||||||||||||||||||||||||||||||||||||
An additional valuation allowance on the aforementioned French losses may be necessary in 2015 as the reversal of certain deferred tax liabilities continues. A reconciliation of the beginning and ending amount of unrecognized tax benefits follows (in millions): | |||||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||||||||||||
Balance at beginning of year | $ | 22 | $ | 94 | $ | 99 | |||||||||||||||||||||||||||||||
Additions for tax positions of prior years | 22 | 7 | 4 | ||||||||||||||||||||||||||||||||||
Reductions for tax positions of prior years | - | (5 | ) | (3 | ) | ||||||||||||||||||||||||||||||||
Additions for tax positions of current year | 50 | 3 | 7 | ||||||||||||||||||||||||||||||||||
Settlements for tax positions of prior years | - | - | (3 | ) | |||||||||||||||||||||||||||||||||
Balance at end of year | $ | 94 | $ | 99 | $ | 104 | |||||||||||||||||||||||||||||||
As of December 31, 2014 the Company had unrecognized tax benefits and related accrued interest of approximately $104 million which if recognized, would favorably affect the effective tax rate. Included in prepaid and other assets are amounts that would partially offset the impact on the effective tax rate. Increases in 2012 relate primarily to state income tax related matters. Included in the balance of unrecognized tax benefits is accrued interest and penalties, net of federal benefits of $4 million, $6 million and $8 million for 2012, 2013 and 2014, respectively. The Company recognizes interest and penalties in income tax expense. | |||||||||||||||||||||||||||||||||||||
As part of the AS Split-Off, SunGard entered into a tax sharing and disaffiliation agreement with AS that apportions responsibility for U.S. federal, state and local and foreign income and other taxes between the parties. See Note 15 for further information. | |||||||||||||||||||||||||||||||||||||
Tax years after 2006 remain open for examination by the Internal Revenue Service, although years 2007-2010 are effectively settled. The Internal Revenue Service recently completed its examination of tax years 2009 and 2010. In addition, French tax authorities have just begun an examination of the tax year 2012. SunGard entities in other jurisdictions are also under examination at December 31, 2014 and tax years after 2005 remain open for audit by various state, local and other foreign jurisdictions. The Company anticipates that it is reasonably possible that between $0 and $38 million of unrecognized tax benefits may be resolved within the next 12 months. | |||||||||||||||||||||||||||||||||||||
During the fourth quarter of 2012 as a result of debt refinancing activities, the Company reevaluated the earnings of all its foreign subsidiaries and those that could be expected to be permanently reinvested outside the U.S. The Company determined that certain of its foreign subsidiaries earnings are permanently reinvested. The recognition of U.S. income tax is required when earnings of the foreign subsidiaries are not considered permanently reinvested outside the U.S. As of December 31, 2013 and 2014, the Company provided a deferred income tax liability of approximately $24 million and $13 million, respectively for non-U.S. withholding and U.S. income taxes associated with the future repatriation of earnings for certain non-U.S. subsidiaries. The Company has not provided deferred taxes on approximately $94 million of undistributed earnings of non-U.S. subsidiaries at December 31, 2014. Quantification of the related deferred tax liability, if any, associated with permanently reinvested earnings is not practicable. |
Employee_Termination_Benefits_
Employee Termination Benefits and Facility Closures | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Restructuring And Related Activities [Abstract] | ||||||||||||||
Employee Termination Benefits and Facility Closures | 13. Employee Termination Benefits and Facility Closures: | |||||||||||||
The following table provides a rollforward of the liability balances for workforce reductions and facility closures for 2012, 2013 and 2014 (in millions): | ||||||||||||||
Workforce-related | Facilities | Total | ||||||||||||
Balance at December 31, 2011 | $ | 24 | $ | 5 | $ | 29 | ||||||||
Expense related to 2012 actions | 34 | 12 | 46 | |||||||||||
Paid | (31 | ) | - | (31 | ) | |||||||||
Other adjustments (1) | (4 | ) | - | (4 | ) | |||||||||
Balance at December 31, 2012 | 23 | 17 | 40 | |||||||||||
Expense related to 2013 actions | 20 | 2 | 22 | |||||||||||
Paid | (23 | ) | (3 | ) | (26 | ) | ||||||||
Other adjustments (1) | (6 | ) | (1 | ) | (7 | ) | ||||||||
Balance at December 31, 2013 | 14 | 15 | 29 | |||||||||||
Expense related to 2014 actions | 28 | -2 | 4 | 32 | -3 | |||||||||
Paid | (26 | ) | (6 | ) | (32 | ) | ||||||||
Other adjustments (1) | (4 | ) | - | (4 | ) | -3 | ||||||||
Balance at December 31, 2014 | $ | 12 | $ | 13 | $ | 25 | ||||||||
-1 | The other adjustments rows in the table principally relates to changes in estimates from when the initial charge was recorded and also foreign currency translation adjustments. | |||||||||||||
-2 | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | |||||||||||||
-3 | The sum of the expense related to 2014 actions and other adjustments in 2014 is the net amount of expense related to employee termination benefits and facility closures and may include rounding (see Note 14). | |||||||||||||
The workforce related actions are expected to be paid out over the next 18 months (the majority within 12 months). The facilities accruals are for ongoing obligations to pay rent for vacant space and are net of sublease reserves. The lengths of these obligations vary by lease with the majority ending in 2019. The $13 million of facilities reserves is included in the future minimum rentals under operating leases (see Note 16). | ||||||||||||||
Segment_Information
Segment Information | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||
Segment Information | 14. Segment Information: | |||||||||||||||||||
The Company has two reportable segments: FS and PS&E. | ||||||||||||||||||||
FS primarily serves financial services companies through a broad range of software solutions that process their investment and trading transactions. The principal purpose of most of these systems is to automate the many detailed processes associated with trading securities, managing investment portfolios and accounting for investment assets. | ||||||||||||||||||||
PS&E primarily provides software and processing solutions designed to meet the specialized needs of local, state and federal governments, public safety and justice agencies, public schools, utilities, non-profits and other public sector institutions. | ||||||||||||||||||||
In reporting our results, we categorize revenue into three categories: | ||||||||||||||||||||
· | Software Revenue | |||||||||||||||||||
· | SAAS and Cloud Revenue | |||||||||||||||||||
· | Professional & Business Processing Services. | |||||||||||||||||||
The Company evaluates the performance of its segments based on Adjusted EBITDA. Adjusted EBITDA, a non-GAAP measure, is defined as operating income before the following items: | ||||||||||||||||||||
— | depreciation, | |||||||||||||||||||
— | amortization of acquisition-related intangible assets, | |||||||||||||||||||
— | trade name and goodwill impairment, | |||||||||||||||||||
— | severance and facility closure charges, | |||||||||||||||||||
— | stock compensation, | |||||||||||||||||||
— | management fees, and | |||||||||||||||||||
— | certain other costs. | |||||||||||||||||||
While these charges may be recurring, management excludes them in order to better analyze the segment results and evaluate the segment performance. This analysis is used extensively by management and is also used to communicate the segment results to the Company’s board of directors. In addition, management reviews Adjusted EBITDA on a constant currency basis, especially when comparing to the prior year results. While Adjusted EBITDA is useful for analysis purposes, it should not be considered as an alternative to the Company’s reported GAAP results. Also, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is similar, but not identical, to adjusted EBITDA as defined in the Credit Agreement for purposes of SunGard’s debt covenants. The operating results apply to each of SCC, SCCII and SunGard unless otherwise noted. | ||||||||||||||||||||
The operating results for the years ended December 31, 2014, 2013 and 2012 for each segment follow (in millions): | ||||||||||||||||||||
Sum of | ||||||||||||||||||||
FS | PS&E | Segments | ||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Revenue | $ | 2,592 | $ | 217 | $ | 2,809 | ||||||||||||||
Adjusted EBITDA | 742 | 68 | 810 | |||||||||||||||||
Adjusted EBITDA margin | 28.6 | % | 31.1 | % | 28.8 | % | ||||||||||||||
Year over Year revenue change | 2 | % | 4 | % | 2 | % | ||||||||||||||
Year over Year Adjusted EBITDA change | (1 | ) | % | 2 | % | - | % | |||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
Revenue | $ | 2,551 | -1 | $ | 210 | $ | 2,761 | |||||||||||||
Adjusted EBITDA | 746 | -1 | 66 | 812 | ||||||||||||||||
Adjusted EBITDA margin | 29.2 | % | 31.6 | % | 29.4 | % | ||||||||||||||
Year over Year revenue change | (2 | ) | % | 3 | % | (2 | ) | % | ||||||||||||
Year over Year Adjusted EBITDA change | 3 | % | - | % | 2 | % | ||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||
Revenue | $ | 2,604 | $ | 204 | $ | 2,808 | ||||||||||||||
Adjusted EBITDA | 727 | 66 | 793 | |||||||||||||||||
Adjusted EBITDA margin | 27.9 | % | 32.5 | % | 28.2 | % | ||||||||||||||
Reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes: | ||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||
Adjusted EBITDA (sum of segments) | $ | 793 | $ | 812 | $ | 810 | ||||||||||||||
Corporate | (44 | ) | (46 | ) | (45 | ) | ||||||||||||||
Depreciation (2) | (96 | ) | (104 | ) | (107 | ) | ||||||||||||||
Amortization of acquisition-related intangible assets | (217 | ) | (182 | ) | (136 | ) | ||||||||||||||
Trade name impairment charge | - | - | (339 | ) | ||||||||||||||||
Severance and facility closure costs | (42 | ) | -3 | (17 | ) | -4 | (27 | ) | -5 | |||||||||||
Stock compensation expense | (31 | ) | (39 | ) | (42 | ) | ||||||||||||||
Management fees | (9 | ) | (8 | ) | (9 | ) | ||||||||||||||
Other costs (included in operating income) | (6 | ) | (11 | ) | (18 | ) | ||||||||||||||
Interest expense, net | (359 | ) | (325 | ) | (290 | ) | ||||||||||||||
Loss on extinguishment of debt | (82 | ) | (6 | ) | (61 | ) | ||||||||||||||
Other income (expense) | 1 | (2 | ) | - | ||||||||||||||||
Income (loss) from continuing operations before income taxes | $ | (92 | ) | $ | 72 | $ | (264 | ) | ||||||||||||
Note: In 2013, SCC’s income from continuing operations before income taxes was $71 million. In 2014, SCC’s and SCCII’s income (loss) from continuing operations before income taxes was $(265) million. | ||||||||||||||||||||
Depreciation, amortization of acquisition-related intangible assets, total assets and capital expenditures by segment follow (in millions): | ||||||||||||||||||||
Corporate | ||||||||||||||||||||
Sum of | and other | |||||||||||||||||||
FS | PS&E | Segments | adjustments | Total | ||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Depreciation (2) | $ | 95 | $ | 9 | $ | 104 | $ | 3 | $ | 107 | ||||||||||
Amortization of acquisition-related intangible assets | 129 | 7 | 136 | - | 136 | |||||||||||||||
Capital expenditures | 131 | 10 | 141 | 2 | 143 | |||||||||||||||
Total assets | 6,225 | 833 | 7,058 | -551 | -6 | 6,507 | ||||||||||||||
Corporate | ||||||||||||||||||||
Sum of | and other | |||||||||||||||||||
FS | PS&E | Segments | adjustments | Total | ||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
Depreciation (2) | $ | 95 | $ | 7 | $ | 102 | $ | 2 | $ | 104 | ||||||||||
Amortization of acquisition-related intangible assets | 168 | 13 | 181 | 1 | 182 | |||||||||||||||
Capital expenditures | 102 | 8 | 110 | 1 | 111 | |||||||||||||||
Total assets | 5,956 | 780 | 6,736 | 3,038 | -6 | 9,774 | ||||||||||||||
Sum of | ||||||||||||||||||||
FS | PS&E | Segments | Corporate | Total | ||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||
Depreciation (2) | $ | 88 | $ | 7 | $ | 95 | $ | 1 | $ | 96 | ||||||||||
Amortization of acquisition-related intangible assets | 199 | 17 | 216 | 1 | 217 | |||||||||||||||
Capital expenditures | 88 | 7 | 95 | 2 | 97 | |||||||||||||||
-1 | SunGard received approximately $12 million in proceeds related to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to a FS customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which now has been recognized, and a termination charge related to the customer contract. | |||||||||||||||||||
-2 | Includes amortization of capitalized software. | |||||||||||||||||||
-3 | Includes $27 million, $2 million and $1 million of severance in FS, PS&E and corporate, respectively. Also includes $12 million of lease exit costs in FS. | |||||||||||||||||||
-4 | Includes $13 million and $1 million of severance in FS and corporate, respectively. Also includes $3 million of lease exit costs in FS. | |||||||||||||||||||
-5 | Includes $22 million and $1 million of severance in FS and PS&E, respectively. Also includes $4 million of lease exit costs in FS. | |||||||||||||||||||
-6 | Includes items that are eliminated in consolidation, trade name, deferred income taxes and the assets of the Company’s assets of discontinued operations. | |||||||||||||||||||
Differences between total assets of SunGard and the total assets of SCC and SCCII are included in corporate and other adjustments and result primarily from income tax balances. | ||||||||||||||||||||
Geographic Presence | ||||||||||||||||||||
The Company transacts business and has operations globally. The Company’s revenue by customer location follows (in millions): | ||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||
United States | $ | 1,733 | $ | 1,685 | $ | 1,712 | ||||||||||||||
International: | ||||||||||||||||||||
United Kingdom | 171 | 170 | 182 | |||||||||||||||||
Continental Europe | 466 | 453 | 428 | |||||||||||||||||
Asia/Pacific | 253 | 261 | 280 | |||||||||||||||||
Canada | 89 | 85 | 90 | |||||||||||||||||
Other | 96 | 107 | 117 | |||||||||||||||||
Subtotal - International | 1,075 | 1,076 | 1,097 | |||||||||||||||||
Total | $ | 2,808 | $ | 2,761 | $ | 2,809 | ||||||||||||||
The Company’s property and equipment by geographic location follows (in millions): | ||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2013 | 2014 | |||||||||||||||||||
United States | $ | 92 | $ | 99 | ||||||||||||||||
International: | ||||||||||||||||||||
United Kingdom | 16 | 16 | ||||||||||||||||||
Continental Europe | 17 | 15 | ||||||||||||||||||
Canada | 1 | - | ||||||||||||||||||
Asia/Pacific | 23 | 19 | ||||||||||||||||||
Other | 3 | 3 | ||||||||||||||||||
Total | $ | 152 | $ | 152 | ||||||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions: |
Sponsor Transactions | |
SunGard is required to pay management fees to affiliates of the Sponsors in connection with management consulting services provided to SunGard and the Parent Companies. These services include financial, managerial and operational advice and implementation strategies for improving the operating, marketing and financial performance of SunGard and its subsidiaries. In March 2014, the Company and the Sponsors amended the management agreement to increase the management fee from 1% to 1.1% of quarterly Adjusted EBITDA for five of seven Sponsors and fixed payments of $50,000 per quarter for each of the two remaining Sponsors. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and goodwill and trade name impairments, further adjusted to exclude unusual items and other adjustments as defined in the management agreement, which is consistent with the Credit Agreement. Management fees are payable quarterly in arrears. In addition, these affiliates of the Sponsors may be entitled to additional fees in connection with certain financing, acquisition, disposition and change in control transactions. For the years ended December 31, 2012, 2013 and 2014, SunGard recorded $9 million, $8 million and $9 million, respectively, relating to management fees in continuing operations in the statement of comprehensive income, of which $4 million and $3 million is included in other accrued expenses at December 31, 2013 and 2014, respectively. In addition, for the years ended December 31, 2012 and 2013, SunGard recorded $23 million and $4 million, respectively, relating to management fees in discontinued operations in the statement of comprehensive income (loss). | |
During 2012, Goldman Sachs & Co. and/or its respective affiliates received fees in connection with the March 2012 amendment and restatement of SunGard’s Credit Agreement, November 2012 Senior Subordinated Notes issuance and December 2012 amendment and restatement of SunGard’s Credit Agreement. In connection with these transactions, Goldman Sachs & Co. was paid approximately $3 million. | |
During 2013 and 2014, Goldman Sachs & Co. and/or its respective affiliates received fees of approximately $1 million and less than $1 million, respectively, in connection with the March 2013 and February 2014 amendments of SunGard’s Credit Agreement. | |
In addition to the amounts above, on March 31, 2014 the Company recorded approximately $15 million of management fees, which is included in income (loss) from discontinued operations, as provided in the Management Agreement for services rendered in connection with the issuance of the $1.025 billion SpinCo Term Loan and $425 million of SpinCo Notes. Also during the first quarter of 2014, the Company recorded approximately $1 million of management fees which is included in income (loss) from discontinued operations resulting from the sale of two FS businesses. | |
AS Transactions | |
In connection with the AS Split-Off, the following agreements, among others, were entered into on March 31, 2014: | |
(i) a Trademark License Agreement (the “Trademark License Agreement”) between a wholly-owned subsidiary of SunGard that owns the trademark “SunGard” and SpinCo. The Trademark License Agreement sets forth the terms under which SpinCo and its affiliates are permitted to use the mark “SUNGARD AVAILABILITY SERVICES.” During the first two years following the AS Split-Off, the use of the licensed mark is royalty free. In years 3 through 5, SpinCo will pay a royalty payment of 0.30% of their worldwide revenue, subject to certain exceptions. In years 6 and 7, the royalty will be reduced to 0.15% and 0.075%, respectively. Following year 7, SpinCo will have a perpetual, royalty-free license to use the mark going forward assuming they maintain compliance with the Trademark License Agreement; | |
(ii) a Transition Services Agreement (“TSA”) whereby SunGard agreed to provide certain transitional and administrative support services, including employee benefits services, to AS and AS agreed to provide transitional and administrative support services to SunGard generally for up to twelve months. At December 31, 2014, the Company had recorded approximately $2 million of accounts receivable from AS under the TSA; | |
(iii) a Global Master Services Agreement (“GMSA”) replaced the existing agreements under which AS provides certain availability services, managed services, and recovery services to SunGard. SunGard agreed to spend a minimum of approximately $66 million under the GMSA for the period from the AS Split-Off through March 31, 2016. For the nine months ended December 31, 2014, the Company incurred expenses of $25 million for services provided under the GMSA, substantially all of which is included in cost of sales and direct operating expenses in the consolidated statement of comprehensive income (loss). At December 31, 2014, the Company had recorded approximately $1 million of accounts receivable, $4 million of accounts payable, and a $1 million prepaid maintenance contract related to AS under the GMSA; and | |
(iv) a Tax Sharing and Disaffiliation Agreement (the “Agreement”) between the Company and SpinCo. Pursuant to the Agreement, the parties allocated responsibility for U.S. federal, state and local, and foreign income and other taxes relating to taxable periods before and after the AS Split-Off, and provided for computation and apportionment of tax liabilities and tax benefits between the parties. AS is generally responsible for all taxes attributable to the AS business for periods subsequent to the AS Split-Off and non-income related taxes attributable to the AS business for any taxable period before and after the date of the AS Split-Off. The Company retains responsibility for U.S. federal, state and local, and foreign income taxes for periods ending on or before the date of the AS Split-Off and has recorded a related $3 million liability payable at December 31, 2014. | |
In addition, during the nine months ended December 31, 2014, AS purchased certain data center outsourcing services and treasury products from FS, for which FS recognized approximately $2 million of revenue. |
Commitments_Contingencies_and_
Commitments, Contingencies and Guarantees | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments And Contingencies Disclosure [Abstract] | ||||||||
Commitments, Contingencies and Guarantees | 16. Commitments, Contingencies and Guarantees: | |||||||
The Company leases a substantial portion of its computer equipment and facilities under operating leases. The Company’s leases are generally non-cancelable or cancelable only upon payment of cancellation fees. All lease payments are based on the passage of time, but include, in some cases, payments for insurance, maintenance and property taxes. There are no bargain purchase options on operating leases at favorable terms, but most facility leases have one or more renewal options and have either fixed or Consumer Price Index escalation clauses. Certain facility leases include an annual escalation for increases in utilities and property taxes. In addition, certain facility leases are subject to restoration clauses, whereby the facility may need to be restored to its original condition upon termination of the lease. There were a combined $10 million of restoration liabilities included in accrued expenses and other long term liabilities at December 31, 2014. | ||||||||
Future minimum rentals and sublease income under operating leases with initial or remaining non-cancelable lease terms in excess of one year for continuing operations at December 31, 2014 follow (in millions): | ||||||||
Future minimum rentals | Future minimum sublease rental income | |||||||
2015 | $ | 62 | $ | 5 | ||||
2016 | 56 | 5 | ||||||
2017 | 45 | 5 | ||||||
2018 | 33 | 4 | ||||||
2019 | 14 | - | ||||||
Thereafter | 21 | - | ||||||
$ | 231 | $ | 19 | |||||
Rent expense from continuing operations aggregated to $69 million in 2012, $62 million in 2013 and $58 million in 2014. Sublease income was $3 million, $5 million and $6 million in 2012, 2013 and 2014, respectively. At December 31, 2014, the Company had unconditional purchase obligations of approximately $123 million which includes the amounts due under the GMSA (see Note 15) and $19 million of outstanding letters of credit and bid bonds issued primarily as security for performance under certain customer contracts. | ||||||||
In the event that the management agreement described in Note 15 is terminated by the Sponsors (or their affiliates) or SunGard and its Parent Companies, the Sponsors (or their affiliates) will receive a lump sum payment equal to the present value of the annual management fees that would have been payable for the remainder of the term of the management agreement. The initial term of the management agreement is ten years, and it extends annually for one year unless the Sponsors (or their affiliates) or SunGard and its Parent Companies provide notice to the other. The initial ten year term expires August 11, 2015. | ||||||||
The Company is presently a party to certain lawsuits arising in the ordinary course of its business. In the opinion of management, none of its current legal proceedings are expected to have a material impact on the Company’s business or financial results. The Company’s customer contracts generally include typical indemnification of customers, primarily for intellectual property infringement claims. Liabilities in connection with such obligations have not been material. | ||||||||
The Company has had patent infringement lawsuits filed against it or certain of its customers claiming that certain of its products infringe the intellectual property rights of others. Adverse results in these lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or limitations on the Company’s ability to offer certain features, functionalities, products, or services, and may also cause the Company to change its business practices, and require development of non-infringing products or technologies, which could result in a loss of revenues and otherwise harm the Company’s business. Also, certain agreements with previously owned businesses of the Company require indemnification to the new owners for certain matters as part of the sale of those businesses. At December 31, 2014, the Company does not have any significant accruals related to patent indemnification or infringement claims. | ||||||||
The Company evaluates, on a regular basis, developments in its legal matters. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. | ||||||||
With respect to any current legal proceedings or claims pending against the Company for which it has not made an accrual, but for which it is reasonably possible that a loss may occur, the Company is unable to estimate a range of loss due to various reasons, including, among others: (1) that the proceedings are in early stages, (2) that there is uncertainty as to the outcome of pending appeals, motions, or settlements, (3) that there are significant factual issues to be resolved, and (4) that there are novel legal issues presented. Such legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company’s control. Based on current knowledge, the Company believes that the final outcome of the matters discussed above will not, individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. While the Company intends to vigorously defend these matters, in light of the uncertainties involved in such matters, there exists the possibility of adverse outcomes, and the final outcome of a particular matter could have a material adverse effect on results of operations or cash flows in a particular period. | ||||||||
The Company has recorded a reserve for unrecognized tax benefits and related accrued interest for certain matters. Also, the Company is under examination in various federal, state and local and foreign jurisdictions related to income and non-income tax matters. Based on current knowledge, the Company believes that resolution of these matters, giving recognition to the reserve for unrecognized tax benefits, will not have a materially adverse impact on its business, consolidated financial position, results of operations or cash flows. | ||||||||
The State of Delaware, Department of Finance, Division of Revenue (Unclaimed Property) and nine other states are currently conducting a joint examination of the books and records of certain wholly owned subsidiaries of the Company to determine compliance with the unclaimed property laws. Additionally, the Company has entered into voluntary disclosure agreements to address the potential unclaimed property exposure for certain entities not included in the scope of the ongoing unclaimed property examination. The potential exposure related to the examination and the voluntary disclosure programs is not currently determinable. |
Quarterly_Financial_Data_unaud
Quarterly Financial Data (unaudited) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||
Quarterly Financial Data (unaudited) | 17. Quarterly Financial Data (unaudited): | ||||||||||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Revenue | $ | 639 | $ | 672 | $ | 678 | $ | 772 | |||||||||||||||||
Gross profit (excluding items described in Note 1) (1) | 372 | 414 | 427 | 503 | |||||||||||||||||||||
Income (loss) before income taxes (SCC) | (52 | ) | 10 | -2 | 29 | (2) (3) | 84 | -2 | |||||||||||||||||
Income (loss) before income taxes (SunGard and SCCII) | (52 | ) | 10 | -2 | 29 | (2) (3) | 85 | -2 | |||||||||||||||||
Income (loss) from continuing operations (SCC) | (35 | ) | 5 | -2 | 22 | (2) (3) | 53 | -2 | |||||||||||||||||
Income (loss) from continuing operations (SunGard and SCCII) | (35 | ) | 5 | -2 | 22 | (2) (3) | 54 | -2 | |||||||||||||||||
Income (loss) from discontinued operations | (12 | ) | 10 | 1 | 18 | ||||||||||||||||||||
Net income (loss) (SCC) | (47 | ) | 15 | -2 | 23 | (2) (3) | 71 | -2 | |||||||||||||||||
Net income (loss) (SunGard and SCCII) | (47 | ) | 15 | -2 | 23 | (2) (3) | 72 | -2 | |||||||||||||||||
Net income (loss) attributable to SCC | (72 | ) | (32 | ) | -2 | (26 | ) | (2) (3) | 23 | -2 | |||||||||||||||
2014 | |||||||||||||||||||||||||
Revenue | $ | 653 | $ | 673 | $ | 691 | $ | 792 | |||||||||||||||||
Gross profit (excluding items described in Note 1) (1) | 384 | 400 | 411 | 516 | |||||||||||||||||||||
Income (loss) before income taxes (SCC and SCCII) | (424 | ) | -4 | 5 | 22 | -5 | 132 | ||||||||||||||||||
Income (loss) before income taxes (SunGard) | (424 | ) | -4 | 5 | 22 | -5 | 133 | ||||||||||||||||||
Income (loss) from continuing operations (SCC and SCCII) | (323 | ) | -4 | 3 | 11 | -5 | 101 | ||||||||||||||||||
Income (loss) from continuing operations (SunGard) | (323 | ) | -4 | 3 | 11 | -5 | 102 | ||||||||||||||||||
Income (loss) from discontinued operations (SCC and SCCII) | (17 | ) | - | - | 3 | ||||||||||||||||||||
Income (loss) from discontinued operations (SunGard) | (17 | ) | - | - | - | ||||||||||||||||||||
Net income (loss) (SCC and SCCII) | (340 | ) | -4 | 3 | 11 | -5 | 104 | ||||||||||||||||||
Net income (loss) (SunGard) | (340 | ) | -4 | 3 | 11 | -5 | 102 | ||||||||||||||||||
Net income (loss) attributable to SCC | (390 | ) | -4 | (37 | ) | (31 | ) | -5 | 62 | ||||||||||||||||
-1 | Gross profit equals revenue less cost of sales and direct operating expenses. | ||||||||||||||||||||||||
-2 | During the second quarter of 2013, the Company completed a review of its accounting practices related to vacation pay obligations. In countries where the vacation policy stipulated that vacation days earned in the current year must be used in that same year, the Company adjusted its quarterly estimate of accrued vacation costs to better match expense recognition with amounts payable to employees when leaving the Company. The impact of the change in estimate was an aggregate decrease to costs and expenses of $10 million in the quarter ended June 30, 2013. The impact of this change was negligible for the full year since the balance would have naturally reversed, with a substantial majority of that reversal occurring during the fourth quarter. | ||||||||||||||||||||||||
-3 | SunGard received approximately $12 million in proceeds related to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to an FS customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which now has been recognized, and a termination charge related to the customer contract. | ||||||||||||||||||||||||
-4 | Includes a $339 million impairment charge of the trade name asset (see Note 1 of Notes to Consolidated Financial Statements) and a $61 million loss on extinguishment of debt (see Note 5 of Notes to Consolidated Financial Statements). | ||||||||||||||||||||||||
-5 | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | ||||||||||||||||||||||||
All of the previously-issued interim financial statements included in Quarterly Reports on Form 10-Q for 2014 included an error in the Statements of Comprehensive Income (Loss) related to the removal of the cumulative foreign currency translation loss associated with the AS businesses that were split-off on March 31, 2014. The removal of the cumulative foreign currency translation loss was reflected in both the Consolidated Statements of Comprehensive Income (Loss) and the rollforwards of stockholders’ equity included in the notes to the condensed consolidated financial statements in each of the Quarterly Reports. However, the inclusion of this item in the Statements of Comprehensive Income (Loss) was not appropriate since it relates to the distribution of the AS businesses to our owners and should have been excluded from the 2014 Other Comprehensive Income according to GAAP. Management does not believe the error is material to any of the previously-issued financial statements. The table below shows the impact of the correction of this error for each period. These revisions will also be reflected in the Company’s 2015 quarterly filings. | |||||||||||||||||||||||||
The following table presents the amounts as originally reported and as revised for each of SCC, SCCII and SunGard (in millions): | |||||||||||||||||||||||||
Three Months Ended | Six Months Ended | Nine Months Ended | |||||||||||||||||||||||
March 31, 2014 | June 30, 2014 | September 30, 2014 | |||||||||||||||||||||||
As | As | As | As | As | As | ||||||||||||||||||||
reported | revised | reported | revised | reported | revised | ||||||||||||||||||||
Other Comprehensive Income (Loss) | $ | (57 | ) | $ | 25 | $ | (63 | ) | $ | 19 | $ | (110 | ) | $ | (35 | ) | |||||||||
Comprehensive Income (Loss) | (397 | ) | (315 | ) | (400 | ) | (318 | ) | (436 | ) | (361 | ) | |||||||||||||
Comprehensive Income (Loss) attributable to SunGard Capital Corp. (SCC only) | (447 | ) | (365 | ) | (490 | ) | (408 | ) | (568 | ) | (493 | ) | |||||||||||||
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||||||||||||
Supplemental Cash Flow Information | 18. Supplemental Cash Flow Information: | |||||||||||
Supplemental cash flow information for 2012, 2013 and 2014 follows (in millions): | ||||||||||||
Year ended December 31, | ||||||||||||
Supplemental information: | 2012 | 2013 | 2014 | |||||||||
Acquired businesses: | ||||||||||||
Property and equipment | $ | - | $ | - | $ | - | ||||||
Software products | 12 | 1 | 3 | |||||||||
Customer base | 12 | - | 1 | |||||||||
Goodwill | 28 | 1 | - | |||||||||
Other assets | 1 | - | - | |||||||||
Deferred income taxes | (3 | ) | - | - | ||||||||
Purchase price obligations and debt assumed | 1 | - | - | |||||||||
Net current assets (liabilities) assumed | (11 | ) | - | - | ||||||||
Cash paid for acquired businesses, net of cash acquired of $2 million and $- million and $- million, respectively | $ | 40 | $ | 2 | $ | 4 | ||||||
Supplemental_Guarantor_Condens
Supplemental Guarantor Condensed Consolidating Financial Statements | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||||||
Supplemental Guarantor Condensed Consolidating Financial Statements | 19. Supplemental Guarantor Condensed Consolidating Financial Statements: | |||||||||||||||||||||||
SunGard’s senior unsecured notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis and the senior subordinated notes are jointly and severally, fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly owned, domestic subsidiaries of SunGard (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by SunGard. None of the other subsidiaries of SunGard, either direct or indirect, nor any of the Holding Companies, guarantee the senior notes and senior subordinated notes (“Non-Guarantors”). The Guarantors and SunGard Holdco LLC also unconditionally guarantee the senior secured credit facilities, described in Note 5. The Guarantors are subject to release under certain circumstances as described below. | ||||||||||||||||||||||||
The indentures evidencing the guarantees provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including upon the earliest to occur of: | ||||||||||||||||||||||||
— | The sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets; | |||||||||||||||||||||||
— | Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants; | |||||||||||||||||||||||
— | Release or discharge of the Guarantor’s guarantee of certain other indebtedness; or | |||||||||||||||||||||||
— | Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. | |||||||||||||||||||||||
As a result of the AS Split-Off, all U.S. subsidiaries of AS were removed as guarantors as of March 31, 2014. | ||||||||||||||||||||||||
The following tables present the financial position, results of operations and cash flows of SunGard (referred to as “Parent Company” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations as of December 31, 2013 and 2014, and for the years ended December 31, 2012, 2013 and 2014 to arrive at the information for SunGard on a consolidated basis. SCC and SCCII are neither parties to nor guarantors of the debt issued as described in Note 5. | ||||||||||||||||||||||||
Supplemental Condensed Consolidating Balance Sheet | ||||||||||||||||||||||||
(in millions) | 31-Dec-13 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries (c) | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 403 | $ | 4 | $ | 268 | $ | - | $ | 675 | ||||||||||||||
Intercompany balances | - | 3,078 | 715 | (3,793 | ) | - | ||||||||||||||||||
Trade receivables, net | 7 | 399 | (a) | 251 | - | 657 | ||||||||||||||||||
Prepaid expenses, taxes and other current assets | 1,455 | (b) | 39 | 46 | (1,417 | ) | (b) | 123 | ||||||||||||||||
Assets of discontinued operations | 18 | 1,719 | 790 | (11 | ) | 2,516 | ||||||||||||||||||
Total current assets | 1,883 | 5,239 | 2,070 | (5,221 | ) | 3,971 | ||||||||||||||||||
Property and equipment, net | - | 88 | 64 | - | 152 | |||||||||||||||||||
Intangible assets, net | 105 | 1,427 | 291 | - | 1,823 | |||||||||||||||||||
Deferred income taxes | 30 | - | - | (30 | ) | - | ||||||||||||||||||
Intercompany balances | 220 | 5 | 98 | (323 | ) | - | ||||||||||||||||||
Goodwill | - | 3,097 | 731 | - | 3,828 | |||||||||||||||||||
Investment in subsidiaries | 8,826 | 2,081 | - | (10,907 | ) | - | ||||||||||||||||||
Total Assets | $ | 11,064 | $ | 11,937 | $ | 3,254 | $ | (16,481 | ) | $ | 9,774 | |||||||||||||
Liabilities and Stockholder's Equity | ||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||
Short-term and current portion of long-term debt | $ | 286 | $ | - | $ | 4 | $ | - | $ | 290 | ||||||||||||||
Intercompany balances | 3,793 | - | - | (3,793 | ) | - | ||||||||||||||||||
Accounts payable and other current liabilities | 71 | 1,917 | (b) | 438 | (1,417 | ) | (b) | 1,009 | ||||||||||||||||
Liabilities of discontinued operations | - | 565 | 245 | (11 | ) | 799 | ||||||||||||||||||
Total current liabilities | 4,150 | 2,482 | 687 | (5,221 | ) | 2,098 | ||||||||||||||||||
Long-term debt | 5,894 | - | 200 | - | 6,094 | |||||||||||||||||||
Intercompany debt | 103 | - | 220 | (323 | ) | - | ||||||||||||||||||
Deferred and other income taxes | 96 | 622 | 51 | (30 | ) | 739 | ||||||||||||||||||
Other liabilities | - | 7 | 15 | - | 22 | |||||||||||||||||||
Total liabilities | 10,243 | 3,111 | 1,173 | (5,574 | ) | 8,953 | ||||||||||||||||||
Total stockholder's equity | 821 | 8,826 | 2,081 | (10,907 | ) | 821 | ||||||||||||||||||
Total Liabilities and Stockholder's Equity | $ | 11,064 | $ | 11,937 | $ | 3,254 | $ | (16,481 | ) | $ | 9,774 | |||||||||||||
(a) | This balance is primarily comprised of a receivable from the Company’s Accounts Receivable Financing subsidiary, which is a non-Guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $200 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. | |||||||||||||||||||||||
(b) | The Company pushes down tax liabilities associated with the consolidated and combined filings in U.S. federal, state and local jursidictions from the Parent Company to its Gurantor Subsidiaries. As these intercompany balances have not been historically settled, this entry eliminates the accumulated Parent Company income tax receivable balance with Gurantor Subisidiaries’ income tax liability balance. | |||||||||||||||||||||||
(c) | The Supplemental Condensed Consolidating Balance Sheet for the Guarantor Subsidiaries for December 31, 2013 has been revised to present investment in subsidiaries related to discontinued operations within the investment in subsidiary caption. The portion of the Guarantor’s investment in subsidiary which related to discontinued operations had previously been presented separately in the assets of discontinued operations caption. While these revisions have no impact on the previously reported total assets of the Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Guarantor Subsidiaries, assets of discontinued operations changed from $1,810 million to $1,719 million; total current assets changed from $5,330 million to $5,239 million; and investment in subsidiaries changed from $1,990 million to $2,081 million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Balance Sheet for any period. | |||||||||||||||||||||||
Supplemental Condensed Consolidating Balance Sheet | ||||||||||||||||||||||||
(in millions) | 31-Dec-14 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 202 | $ | 1 | $ | 244 | $ | - | $ | 447 | ||||||||||||||
Intercompany balances | - | 3,049 | 500 | (3,549 | ) | - | ||||||||||||||||||
Trade receivables, net | 1 | 446 | (a) | 239 | - | 686 | ||||||||||||||||||
Prepaid expenses, taxes and other current assets | 32 | (b) | 43 | 39 | (2 | ) | (b) | 112 | ||||||||||||||||
Total current assets | 235 | 3,539 | 1,022 | (3,551 | ) | 1,245 | ||||||||||||||||||
Property and equipment, net | - | 94 | 58 | - | 152 | |||||||||||||||||||
Intangible assets, net | 68 | 348 | 262 | - | 678 | |||||||||||||||||||
Trade name | - | 672 | - | - | 672 | |||||||||||||||||||
Deferred income taxes | 69 | - | - | (69 | ) | - | ||||||||||||||||||
Intercompany balances | 194 | 8 | 154 | (356 | ) | - | ||||||||||||||||||
Goodwill | - | 3,099 | 661 | - | 3,760 | |||||||||||||||||||
Investment in subsidiaries | 8,039 | 1,366 | - | (9,405 | ) | - | ||||||||||||||||||
Total Assets | $ | 8,605 | $ | 9,126 | $ | 2,157 | $ | (13,381 | ) | $ | 6,507 | |||||||||||||
Liabilities and Stockholder's Equity | ||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||
Short-term and current portion of long-term debt | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Intercompany balances | 3,549 | - | - | (3,549 | ) | - | ||||||||||||||||||
Accounts payable and other current liabilities | 59 | 510 | (b) | 427 | (2 | ) | (b) | 994 | ||||||||||||||||
Total current liabilities | 3,608 | 510 | 427 | (3,551 | ) | 994 | ||||||||||||||||||
Long-term debt | 4,529 | - | 140 | - | 4,669 | |||||||||||||||||||
Intercompany debt | 162 | - | 194 | (356 | ) | - | ||||||||||||||||||
Deferred and other income taxes | 101 | 559 | 17 | (69 | ) | 608 | ||||||||||||||||||
Other liabilities | - | 18 | 13 | - | 31 | |||||||||||||||||||
Total liabilities | 8,400 | 1,087 | 791 | (3,976 | ) | 6,302 | ||||||||||||||||||
Total stockholder's equity | 205 | 8,039 | 1,366 | (9,405 | ) | 205 | ||||||||||||||||||
Total Liabilities and Stockholder's Equity | $ | 8,605 | $ | 9,126 | $ | 2,157 | $ | (13,381 | ) | $ | 6,507 | |||||||||||||
(a) | This balance is primarily comprised of a receivable from the Company’s Accounts Receivable Financing subsidiary, which is a non-Guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. | |||||||||||||||||||||||
(b) | The Company pushed down tax liabilities associated with the consolidated and combined filings in U.S. federal, state, and local jurisdictions. During the first quarter of 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. | |||||||||||||||||||||||
Supplemental Condensed Consolidating Schedule of Comprehensive Income | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2012 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Total revenue | $ | - | $ | 1,936 | $ | 1,256 | $ | (384 | ) | $ | 2,808 | |||||||||||||
Costs and expenses: | ||||||||||||||||||||||||
Cost of sales and administrative expenses | 69 | 1,430 | 1,032 | (384 | ) | 2,147 | ||||||||||||||||||
Depreciation and amortization | - | 63 | 33 | - | 96 | |||||||||||||||||||
Amortization of acquisition-related intangible assets | 1 | 165 | 51 | - | 217 | |||||||||||||||||||
Total costs and expenses | 70 | 1,658 | 1,116 | (384 | ) | 2,460 | ||||||||||||||||||
Operating income (loss) | (70 | ) | 278 | 140 | - | 348 | ||||||||||||||||||
Net interest income (expense) | (331 | ) | - | (28 | ) | - | (359 | ) | ||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 71 | 132 | - | (203 | ) | - | ||||||||||||||||||
Other income (expense) | (82 | ) | (1 | ) | 2 | - | (81 | ) | ||||||||||||||||
Income (loss) from continuing operations before income taxes | (412 | ) | 409 | 114 | (203 | ) | (92 | ) | ||||||||||||||||
Benefit from (provision for) income taxes | 156 | (96 | ) | (11 | ) | - | 49 | |||||||||||||||||
Income (loss) from continuing operations | (256 | ) | 313 | 103 | (203 | ) | (43 | ) | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | 190 | (242 | ) | 29 | - | (23 | ) | |||||||||||||||||
Net income (loss) | $ | (66 | ) | $ | 71 | $ | 132 | $ | (203 | ) | $ | (66 | ) | |||||||||||
Comprehensive income (loss) | $ | (23 | ) | $ | 100 | $ | 157 | $ | (257 | ) | $ | (23 | ) | |||||||||||
Supplemental Condensed Consolidating Schedule of Comprehensive Income | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2013 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Total revenue | $ | - | $ | 1,908 | $ | 1,258 | $ | (405 | ) | $ | 2,761 | |||||||||||||
Costs and expenses: | ||||||||||||||||||||||||
Cost of sales and administrative expenses | 77 | 1,401 | 997 | (405 | ) | 2,070 | ||||||||||||||||||
Depreciation and amortization | - | 67 | 37 | - | 104 | |||||||||||||||||||
Amortization of acquisition-related intangible assets | 1 | 134 | 47 | - | 182 | |||||||||||||||||||
Total costs and expenses | 78 | 1,602 | 1,081 | (405 | ) | 2,356 | ||||||||||||||||||
Operating income (loss) | (78 | ) | 306 | 177 | - | 405 | ||||||||||||||||||
Net interest income (expense) | (300 | ) | - | (25 | ) | - | (325 | ) | ||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 376 | 149 | - | (525 | ) | - | ||||||||||||||||||
Other income (expense) | (6 | ) | - | (2 | ) | - | (8 | ) | ||||||||||||||||
Income (loss) from continuing operations before income taxes | (8 | ) | 455 | 150 | (525 | ) | 72 | |||||||||||||||||
Benefit from (provision for) income taxes | 120 | (96 | ) | (50 | ) | - | (26 | ) | ||||||||||||||||
Income (loss) from continuing operations | 112 | 359 | 100 | (525 | ) | 46 | ||||||||||||||||||
Income (loss) from discontinued operations, net of tax | (49 | ) | 17 | 49 | - | 17 | ||||||||||||||||||
Net income (loss) | $ | 63 | $ | 376 | $ | 149 | $ | (525 | ) | $ | 63 | |||||||||||||
Comprehensive income (loss) | $ | 82 | $ | 386 | $ | 163 | $ | (549 | ) | $ | 82 | |||||||||||||
Supplemental Condensed Consolidating Schedule of Comprehensive Income | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2014 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Total revenue | $ | - | $ | 2,000 | $ | 1,265 | $ | (456 | ) | $ | 2,809 | |||||||||||||
Costs and expenses: | ||||||||||||||||||||||||
Cost of sales and administrative expenses | 85 | 1,491 | 1,020 | (456 | ) | 2,140 | ||||||||||||||||||
Depreciation and amortization | 0 | 66 | 41 | 0 | 107 | |||||||||||||||||||
Amortization of acquisition-related intangible assets | 0 | 92 | 44 | 0 | 136 | |||||||||||||||||||
Trade name impairment charge | 0 | 339 | 0 | 0 | 339 | |||||||||||||||||||
Total costs and expenses | 85 | 1,988 | 1,105 | (456 | ) | 2,722 | ||||||||||||||||||
Operating income (loss) | (85 | ) | 12 | 160 | 0 | 87 | ||||||||||||||||||
Net interest income (expense) | (272 | ) | (1 | ) | (17 | ) | 0 | (290 | ) | |||||||||||||||
Loss on extinguishment of debt | (61 | ) | 0 | 0 | 0 | (61 | ) | |||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 96 | 100 | 0 | (196 | ) | 0 | ||||||||||||||||||
Other income (expense) | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
Income (loss) from continuing operations before income taxes | (322 | ) | 111 | 143 | (196 | ) | (264 | ) | ||||||||||||||||
Benefit from (provision for) income taxes | 126 | - | (22 | ) | (47 | ) | 0 | 57 | ||||||||||||||||
Income (loss) from continuing operations | (196 | ) | 89 | 96 | (196 | ) | (207 | ) | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | (28 | ) | - | 7 | - | 4 | - | 0 | (17 | ) | ||||||||||||||
Net income (loss) | $ | (224 | ) | $ | 96 | $ | 100 | $ | (196 | ) | $ | (224 | ) | |||||||||||
Comprehensive income (loss) | $ | (297 | ) | $ | 47 | $ | 48 | $ | -95 | $ | -297 | |||||||||||||
As previously discussed, all of the previously-issued interim financial statements included in Quarterly Reports on Form 10-Q for 2014 included an error in the Statements of Comprehensive Income (Loss) related to the elimination of the cumulative foreign currency translation loss associated with the AS businesses that were split-off on March 31, 2014. The elimination of the cumulative foreign currency translation loss was reflected in the Supplemental Condensed Consolidating Schedule of Comprehensive Income. However, the presentation of this item was not appropriate since it relates to the distribution of the AS businesses to our owners and should have been excluded from Other Comprehensive Income according to GAAP. Management does not believe the error is material to any of the previously-issued financial statements. The table below shows the impact of the correction of this error for each period. These revisions will also be reflected in the Company’s 2015 quarterly filings. | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | Nine Months Ended | ||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | 30-Sep-14 | ||||||||||||||||||||||
As | As | As | As | As | As | |||||||||||||||||||
originally | revised | originally | revised | originally | revised | |||||||||||||||||||
reported | reported | reported | ||||||||||||||||||||||
Comprehensive Income- Parent | $ | (397 | ) | $ | (315 | ) | $ | (400 | ) | $ | (318 | ) | $ | (436 | ) | $ | (361 | ) | ||||||
Comprehensive Income- Guarantor | (259 | ) | (226 | ) | (191 | ) | (158 | ) | (151 | ) | (118 | ) | ||||||||||||
Comprehensive Income- Non-Guarantor | (23 | ) | 26 | 9 | 58 | (26 | ) | 23 | ||||||||||||||||
Comprehensive Income- Eliminations | 282 | 200 | 182 | 100 | 177 | 95 | ||||||||||||||||||
Supplemental Condensed Consolidating Schedule of Cash Flows | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2012 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||||||||
Net income (loss) | $ | (66 | ) | $ | 71 | $ | 132 | $ | (203 | ) | $ | (66 | ) | |||||||||||
Income (loss) from discontinued operations | 190 | (242 | ) | 29 | - | (23 | ) | |||||||||||||||||
Income (loss) from continuing operations | (256 | ) | 313 | 103 | (203 | ) | (43 | ) | ||||||||||||||||
Non cash adjustments | 61 | 77 | 65 | 203 | 406 | |||||||||||||||||||
Changes in operating assets and liabilities | (192 | ) | 122 | (6 | ) | - | (76 | ) | ||||||||||||||||
Cash flow from (used in) continuing operations | (387 | ) | 512 | 162 | - | 287 | ||||||||||||||||||
Cash flow from (used in) discontinued operations | (476 | ) | 321 | 112 | - | (43 | ) | |||||||||||||||||
Cash flow (from (used in) operations (b) (c) | (863 | ) | 833 | 274 | - | 244 | ||||||||||||||||||
Investment activities: | ||||||||||||||||||||||||
Intercompany transactions (a) | 2,432 | (373 | ) | (288 | ) | (1,771 | ) | - | ||||||||||||||||
Cash paid for property and equipment and software | - | (31 | ) | (9 | ) | - | (40 | ) | ||||||||||||||||
Cash paid for property and equipment and software | - | (67 | ) | (30 | ) | - | (97 | ) | ||||||||||||||||
Other investing activities | (1 | ) | 1 | 1 | - | 1 | ||||||||||||||||||
Cash provided by (used in) continuing operations | 2,431 | (470 | ) | (326 | ) | (1,771 | ) | (136 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | 208 | 1,422 | (33 | ) | - | 1,597 | ||||||||||||||||||
Cash provided by (used in) investment activities | 2,639 | 952 | (359 | ) | (1,771 | ) | 1,461 | |||||||||||||||||
Financing activities: | ||||||||||||||||||||||||
Intercompany dividends of HE sale proceeds | - | (1,771 | ) | - | 1,771 | - | ||||||||||||||||||
Net repayments of long-term debt | (1,277 | ) | (1 | ) | 50 | - | (1,228 | ) | ||||||||||||||||
Premium paid to retire debt | (48 | ) | - | - | - | (48 | ) | |||||||||||||||||
Dividends paid | (724 | ) | - | - | - | (724 | ) | |||||||||||||||||
Other financing activities | (36 | ) | - | - | - | (36 | ) | |||||||||||||||||
Cash provided by (used in) continuing operations | (2,085 | ) | (1,772 | ) | 50 | 1,771 | (2,036 | ) | ||||||||||||||||
Cash provided by (used in) discontinued operations | - | (1 | ) | (2 | ) | - | (3 | ) | ||||||||||||||||
Cash provided by (used in) financing activities | (2,085 | ) | (1,773 | ) | 48 | 1,771 | (2,039 | ) | ||||||||||||||||
Effect of exchange rate changes on cash | - | - | 7 | - | 7 | |||||||||||||||||||
Increase (decrease) in cash and cash equivalents | (309 | ) | 12 | (30 | ) | - | (327 | ) | ||||||||||||||||
Beginning cash and cash equivalents (d) | 529 | (15 | ) | 359 | - | 873 | ||||||||||||||||||
Ending cash and cash equivalents (d) | $ | 220 | $ | (3 | ) | $ | 329 | $ | - | $ | 546 | |||||||||||||
(a) | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital, including the cash dividend of $1.8 billion from Guarantor Subsidiaries to Parent in connection with the sale of our Higher Education business. Additionally, during 2012, the company settled $2.5 billion of inter-company balances through a series of non-cash dividend and return of capital transactions. These settlements reduced inter-company payable or receivable balances between Parent Company and Guarantor Subsidiaries, with a related increase or decrease in investment in subsidiary or equity accounts and, therefore, these transactions are not reflected in the Supplemental Condensed Consolidating Schedule of Cash Flows presented above. | |||||||||||||||||||||||
(b) | The Supplemental Condensed Consolidating Schedule of Cash Flows for the year ended December 31, 2012 has been revised to correct the presentation of taxes paid and related intercompany transactions for the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries. While these revisions had no impact on the previously reported total cash flows of the Parent Company, Guarantor Subsidiaries or Non-Guarantor Subsidiaries, the corrections resulted in the following changes to previously reported amounts: For the Parent Company, cash flow from (used in) operations changed from $(881) million to $(863) million and cash provided by (used in) investment activities changed from $2,657 million to $2,639 million. For the Guarantor Subsidiaries, cash flow from (used in) operations changed from $847 million to $833 million and cash provided by (used in) investment activities changed from $938 million to $952 million. For the Non-Guarantor Subsidiaries, cash flow from (used in) operations changed from $278 million to $274 million and cash provided by (used in) investment activities changed from $(363) million to $(359) million. These revisions had no impact on the consolidated financial statements of the Company, the Supplemental Condensed Consolidating Balance Sheet, or the Supplemental Condensed Consolidating Schedule of Comprehensive Income. | |||||||||||||||||||||||
(c) | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2012, the Parent Company allocated approximately $191 million of tax liabilities to its Guarantor Subsidiaries. | |||||||||||||||||||||||
(d) | Includes cash of discontinued operations. | |||||||||||||||||||||||
Supplemental Condensed Consolidating Schedule of Cash Flows | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2013 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||||||||
Net income (loss) | $ | 63 | $ | 376 | $ | 149 | $ | (525 | ) | $ | 63 | |||||||||||||
Income (loss) from discontinued operations | (49 | ) | 17 | 49 | - | 17 | ||||||||||||||||||
Income (loss) from continuing operations | 112 | 359 | 100 | (525 | ) | 46 | ||||||||||||||||||
Non cash adjustments | (304 | ) | 39 | 84 | 525 | 344 | ||||||||||||||||||
Changes in operating assets and liabilities | (104 | ) | 121 | 15 | - | 32 | ||||||||||||||||||
Cash flow from (used in) continuing operations | (296 | ) | 519 | 199 | - | 422 | ||||||||||||||||||
Cash flow from (used in) discontinued operations | (97 | ) | 289 | 132 | - | 324 | ||||||||||||||||||
Cash flow from (used in) operations (b) | (393 | ) | 808 | 331 | - | 746 | ||||||||||||||||||
Investment activities: | ||||||||||||||||||||||||
Intercompany transactions (a) | 667 | (262 | ) | (53 | ) | (352 | ) | - | ||||||||||||||||
Cash paid for acquired businesses, net of cash acquired | - | (2 | ) | - | - | (2 | ) | |||||||||||||||||
Cash paid for property and equipment and software | - | (73 | ) | (38 | ) | - | (111 | ) | ||||||||||||||||
Other investing activities | - | - | 1 | - | 1 | |||||||||||||||||||
Cash provided by (used in) continuing operations | 667 | (337 | ) | (90 | ) | (352 | ) | (112 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | 183 | (289 | ) | (40 | ) | - | (146 | ) | ||||||||||||||||
Cash provided by (used in) investment activities | 850 | (626 | ) | (130 | ) | (352 | ) | (258 | ) | |||||||||||||||
Financing activities: | ||||||||||||||||||||||||
Intercompany dividends | - | (120 | ) | (120 | ) | 240 | - | |||||||||||||||||
Net repayments of long-term debt | (253 | ) | - | (51 | ) | - | (304 | ) | ||||||||||||||||
Dividends paid | (3 | ) | - | - | - | (3 | ) | |||||||||||||||||
Other financing activities | (18 | ) | - | - | - | (18 | ) | |||||||||||||||||
Cash provided by (used in) continuing operations | (274 | ) | (120 | ) | (171 | ) | 240 | (325 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | - | (57 | ) | (57 | ) | 112 | (2 | ) | ||||||||||||||||
Cash provided by (used in) financing activities | (274 | ) | (177 | ) | (228 | ) | 352 | (327 | ) | |||||||||||||||
Effect of exchange rate changes on cash | - | - | (1 | ) | - | (1 | ) | |||||||||||||||||
Increase (decrease) in cash and cash equivalents | 183 | 5 | (28 | ) | - | 160 | ||||||||||||||||||
Beginning cash and cash equivalents (c) | 220 | (3 | ) | 329 | - | 546 | ||||||||||||||||||
Ending cash and cash equivalents (c) | $ | 403 | $ | 2 | $ | 301 | $ | - | $ | 706 | ||||||||||||||
(a) | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital. | |||||||||||||||||||||||
(b) | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2013, the Parent Company allocated approximately $164 million of tax liabilities to its Guarantor Subsidiaries | |||||||||||||||||||||||
(c) | Includes cash of discontinued operations. | |||||||||||||||||||||||
Supplemental Condensed Consolidating Schedule of Cash Flows | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2014 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||||||||
Net income (loss) | $ | (224 | ) | $ | 96 | $ | 100 | $ | (196 | ) | $ | (224 | ) | |||||||||||
Income (loss) from discontinued operations | (28 | ) | 7 | 4 | - | (17 | ) | |||||||||||||||||
Income (loss) from continuing operations | (196 | ) | 89 | 96 | (196 | ) | (207 | ) | ||||||||||||||||
Non cash adjustments | 19 | 302 | 81 | 196 | 598 | |||||||||||||||||||
Changes in operating assets and liabilities | (124 | ) | 85 | (20 | ) | - | (59 | ) | ||||||||||||||||
Cash flow from (used in) continuing operations | (301 | ) | 476 | 157 | - | 332 | ||||||||||||||||||
Cash flow from (used in) discontinued operations | (44 | ) | 52 | 25 | - | 33 | ||||||||||||||||||
Cash flow from (used in) operations (a) | (345 | ) | 528 | 182 | - | 365 | ||||||||||||||||||
Investment activities: | ||||||||||||||||||||||||
Intercompany transactions (c) | 396 | (249 | ) | 5 | (152 | ) | - | |||||||||||||||||
Cash paid for acquired businesses, net of cash acquired | - | (4 | ) | - | - | (4 | ) | |||||||||||||||||
Cash paid for property and equipment and software | (2 | ) | (89 | ) | (52 | ) | - | (143 | ) | |||||||||||||||
Other investing activities | - | - | - | - | - | |||||||||||||||||||
Cash provided by (used in) continuing operations | 394 | (342 | ) | (47 | ) | (152 | ) | (147 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | 1,041 | (41 | ) | (993 | ) | - | 7 | |||||||||||||||||
Cash provided by (used in) investment activities | 1,435 | (383 | ) | (1,040 | ) | (152 | ) | (140 | ) | |||||||||||||||
Financing activities: | ||||||||||||||||||||||||
Intercompany dividends | - | (66 | ) | (66 | ) | 132 | - | |||||||||||||||||
Intercompany debt borrowings (repayments) | - | - | -20 | 20 | - | |||||||||||||||||||
Net repayments of long-term debt | (1,269 | ) | - | (64) | - | (1,333 | ) | |||||||||||||||||
Other financing activities | (22 | ) | - | - | - | (22 | ) | |||||||||||||||||
Cash provided by (used in) continuing operations | (1,291 | ) | (66 | ) | (150 | ) | 152 | (1,355 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | - | (80 | ) | 967 | - | 887 | ||||||||||||||||||
Cash provided by (used in) financing activities | (1,291 | ) | (146 | ) | 817 | 152 | (468 | ) | ||||||||||||||||
Effect of exchange rate changes on cash | - | - | (16 | ) | - | (16 | ) | |||||||||||||||||
Increase (decrease) in cash and cash equivalents | (201 | ) | (1 | ) | (57 | ) | - | (259 | ) | |||||||||||||||
Beginning cash and cash equivalents (b) | 403 | 2 | 301 | - | 706 | |||||||||||||||||||
Ending cash and cash equivalents | $ | 202 | $ | 1 | $ | 244 | $ | - | $ | 447 | ||||||||||||||
(a) | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. | |||||||||||||||||||||||
During 2014, the Parent Company allocated approximately $145 million of tax liabilities to its Guarantor Subsidiaries. During the first quarter of 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. Therefore, these transactions are not reflected in the Condensed Consolidating Statement of Cash Flows presented above. | ||||||||||||||||||||||||
(b) | Includes cash of discontinued operations. | |||||||||||||||||||||||
(c) | In the fourth quarter of 2014, the Company went through a process to dissolver or merge eight legal entities. As a result, approximately $179 million of intercompany balances between the Parent and Non-Guarantor were settled through non-cash transactions. | |||||||||||||||||||||||
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||
Estimates | Estimates | |||||||||||||||||||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make many estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. | ||||||||||||||||||||||||||
Revenue Recognition | Revenue Recognition | |||||||||||||||||||||||||
The Company generates revenue from the following sources: (1) software revenue, (2) software-as-a-service (“SaaS”) and cloud revenue, and (3) professional services and Business Process as a Service (“BPaaS”) revenue. | ||||||||||||||||||||||||||
Software Revenue: Our software revenue is comprised of traditional software license fees, maintenance and support fees, and fees from the resale of third party software licenses. These software license fees include term licenses, perpetual licenses and rental fees for customers who would prefer a periodic fee instead of a larger up-front payment. Maintenance and support fees provide customers with periodic technology updates and interactive support related to our software. The remainder of our software revenue is generated from software license sales to new and existing customers. | ||||||||||||||||||||||||||
SaaS and Cloud Revenue: SaaS and Cloud offerings are delivered from SunGard data centers and provide customers with a secure and reliable environment operated by qualified SunGard personnel. These offerings allow customers to take advantage of SunGard’s deep domain expertise while avoiding the upfront cost of licensing and IT infrastructure. SaaS and Cloud revenue also includes revenue from our proprietary trading algorithms and trade execution network. These SaaS and Cloud offerings are generally sold on multi-year contracts and have historically generated high customer renewal rates. Professional and Business Processing Services: Professional Services offerings allow customers to install, optimize and integrate SunGard’s software into their computing environment. SunGard’s BPaaS offerings typically provide back-office processing services to our customers where the process is deeply related to a SunGard application. | ||||||||||||||||||||||||||
The following criteria must be met in determining whether revenue may be recorded: persuasive evidence of a contract exists; software has been delivered and/or services have been provided; the price is fixed or determinable; and collection is reasonably assured. | ||||||||||||||||||||||||||
Revenue is recorded as the services are provided based on the relative fair value of each element. Software maintenance and SaaS and Cloud revenue include monthly fees, which may include a fixed minimum fee and/or variable fees based on a measure of volume or activity, such as the number of accounts, trades or transactions, users or the number of hours of service. Software rentals combine the license and maintenance services into a bundled element, and the fee is recognized ratably over the corresponding services period when the customer has the right to use the software product and receive maintenance and support services. | ||||||||||||||||||||||||||
For fixed-fee professional services contracts, revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours to complete the contract, and losses, if any, are reflected in the period during which the change or loss becomes known. The Company also provides professional services on a time and materials basis, recognized monthly based upon hours incurred to date. In all cases, contract milestones, project risk profile and refund provisions are taken into consideration. | ||||||||||||||||||||||||||
Software license fees result from contracts that permit the customer to use a SunGard software product at the customer’s designated site or at the site of their choosing if the customer has the contractual right to take immediate possession of the software without significant penalty. Generally, these contracts are multiple-element arrangements since they usually provide for professional services and ongoing software maintenance. In these instances, license fees are recognized upon the signing of the contract and delivery of the software if the license fee and fees for other elements within the arrangement are fixed or determinable, collection is probable, and there is sufficient vendor specific evidence of the fair value of each undelivered element. When there are significant program modifications or customization, installation, systems integration or related services, the professional services and license revenue are combined in accordance with contract accounting guidance and recorded based upon proportional performance, measured in the manner described above. License revenue is recorded as each installment becomes due if customer payments are extended beyond normal billing terms, or at acceptance when there is significant acceptance, technology or service risk. Revenue also is recorded over the longest service period in those instances where the software is bundled together with post-delivery services and there is not sufficient evidence of the fair value of each undelivered service element. | ||||||||||||||||||||||||||
With respect to software-related multiple element arrangements, sufficient evidence of fair value is defined as vendor specific objective evidence (“VSOE”). VSOE of the fair value for each element within an arrangement is based on either historical stand-alone sales of the element to third parties or stated renewal rates within the contract. If there is no VSOE of the fair value of the delivered element (which is usually the software since the license is rarely if ever sold separately), but there is VSOE of the fair value of each of the undelivered elements (typically maintenance and professional services), then the residual method is used to determine the portion of the arrangement fee allocated to the delivered element. The revenue for each of the undelivered elements is set at the fair value of those elements using VSOE of the price paid when each of the undelivered elements is sold separately. The revenue remaining after allocation to the undelivered elements (i.e., the residual) is allocated to the delivered element. | ||||||||||||||||||||||||||
The Company’s maintenance and support offerings entitle the customers to receive product upgrades and enhancements on a “when and if available” basis along with technical support, and revenue is recognized ratably over the term of the maintenance and support arrangement. VSOE supporting the fair value of maintenance and support is based on the stated (optional) renewal rates contained in the initial arrangement. VSOE for the maintenance element is dependent upon the software product and the annual maintenance fee is typically 18% to 20% of the software license fee. VSOE supporting the fair value of professional services is based on the standard daily rates charged when those services are sold separately, represented by a substantial portion of transactions falling within a reasonably tight pricing range. | ||||||||||||||||||||||||||
In some software-related multiple-element arrangements, the maintenance or professional services rates are discounted. In these cases, a portion of the software license fee is deferred and recognized as the maintenance or professional services are performed based on VSOE of the services. | ||||||||||||||||||||||||||
From time to time, the Company enters into arrangements with customers that purchase non-software related services at the same time as, or within close proximity to, purchasing software (non-software multiple-element arrangements). Each element within a non-software multiple-element arrangement is accounted for as a separate unit of accounting provided the delivered services have value to the customer on a standalone basis, and, for an arrangement that includes a general right of return relative to the delivered services, delivery or performance of the undelivered service is considered probable and is substantially controlled by the Company. Where the criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition. | ||||||||||||||||||||||||||
For non-software multiple-element arrangements, the Company allocates revenue to each element based on a selling price hierarchy at the arrangement inception. The selling price for each element is based upon the following selling price hierarchy: VSOE, then third-party evidence (“TPE”), then best estimated selling price (“BESP”). The total arrangement consideration is allocated to each separate unit of accounting for each of the non-software deliverables using the relative selling prices of each unit based on this hierarchy. The Company limits the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions. | ||||||||||||||||||||||||||
To determine the selling price in non-software multiple-element arrangements, the Company establishes VSOE of the selling price using the price charged for a deliverable when sold separately. Where VSOE does not exist, TPE is established by evaluating similar competitor products or services in standalone arrangements with similarly situated customers. If the Company is unable to determine the selling price because VSOE or TPE doesn’t exist, it determines BESP for the purposes of allocating the arrangement consideration. BESP can be determined by considering pricing practices, margin objectives, contractually stated prices, competitive/market conditions and geographies. | ||||||||||||||||||||||||||
Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met. | ||||||||||||||||||||||||||
Cost of Sales and Direct Operating Expenses | Cost of Sales and Direct Operating Expenses | |||||||||||||||||||||||||
Cost of sales and direct operating expenses represents the cost of providing the Company’s software and services offerings to customers and excludes depreciation, amortization and the cost of maintenance. | ||||||||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||||||||||||||||
Cash and cash equivalents consist of investments that are readily convertible into cash and have original maturities of three months or less. | ||||||||||||||||||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | |||||||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company sells a significant portion of its products and services to the financial services industry and could be affected by the overall condition of that industry. The Company believes that any credit risk associated with accounts receivable is substantially mitigated by the relatively large number of customer accounts and reasonably short collection terms. Accounts receivable are stated at estimated net realizable value, which approximates fair value. By policy, the Company places its available cash and short-term investments with institutions of high credit-quality and limits the amount of credit exposure to any one issuer. | ||||||||||||||||||||||||||
Foreign Currency Translation | Foreign Currency Translation | |||||||||||||||||||||||||
The functional currency of each of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. Increases and decreases in net assets resulting from currency translation are reflected in stockholder’s equity as a component of accumulated other comprehensive income (loss). | ||||||||||||||||||||||||||
Allowance for Doubtful Accounts Receivable | Allowance for Doubtful Accounts Receivable | |||||||||||||||||||||||||
A reconciliation of the beginning and ending balance of the allowance for doubtful accounts receivable follows (in millions): | ||||||||||||||||||||||||||
Continuing operations | Discontinued operations | Total | ||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 17 | $ | 6 | $ | 23 | ||||||||||||||||||||
Additions charged to operations | 5 | 2 | 7 | |||||||||||||||||||||||
Translation adjustments and other | - | (8 | ) | -1 | (8 | ) | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 22 | $ | - | $ | 22 | ||||||||||||||||||||
-1 | Translation adjustments and other for discontinued operations includes $7 million that was removed as a result of the AS Split-Off in 2014. | |||||||||||||||||||||||||
Property and Equipment | Property and Equipment | |||||||||||||||||||||||||
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (three to eight years for equipment and ten to 40 years for buildings and improvements). Leasehold improvements are amortized ratably over their remaining lease term or useful life, if shorter. Depreciation and amortization of property and equipment in continuing operations was $62 million in 2012, $63 million in 2013 and $55 million in 2014. | ||||||||||||||||||||||||||
Software Products | Software Products | |||||||||||||||||||||||||
Software development costs are expensed as incurred and consist primarily of design and development costs of new products, and significant enhancements to existing products incurred before the establishment of technological feasibility. Costs incurred subsequent to technological feasibility of new and enhanced products, costs incurred to purchase or to create and implement internal-use software, and software obtained through business acquisitions are capitalized. Such costs are amortized over the estimated useful lives of the related products, using the straight-line method. For purchased and internally developed software, costs are generally amortized over three to five years. For software acquired in business acquisitions, costs are generally amortized over three to twelve years (average life is nine years). | ||||||||||||||||||||||||||
Amortization of all software products in continuing operations were as follows for 2012, 2013 and 2014 (in millions): | ||||||||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||||||||
Amortization of all acquired and purchased software | $ | 173 | $ | 141 | $ | 102 | ||||||||||||||||||||
products | ||||||||||||||||||||||||||
Amortization of all internally developed software products | 11 | 19 | 27 | |||||||||||||||||||||||
(included in depreciation) | ||||||||||||||||||||||||||
Intangible Assets | Purchase Accounting and Intangible Assets | |||||||||||||||||||||||||
Purchase accounting requires that all assets and liabilities be recorded at fair value on the acquisition date, including identifiable intangible assets separate from goodwill. Identifiable intangible assets include customer base (which includes customer contracts and relationships), software, trade name and non-compete agreements. Goodwill represents the excess of cost over the fair value of net assets acquired. | ||||||||||||||||||||||||||
The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, the specific characteristics of the identified intangible assets, and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, technological developments, economic conditions and competition. In connection with determination of fair values, the Company may engage independent appraisal firms to assist with the valuation of intangible and certain tangible assets acquired and certain assumed obligations. | ||||||||||||||||||||||||||
Customer Base Intangible Assets | ||||||||||||||||||||||||||
Customer base intangible assets represent customer contracts and relationships obtained as a result of the LBO and as part of businesses acquired since the LBO and are amortized using the straight-line method over their estimated useful lives, ranging from three to 18 years (average life is 15 years). Amortization of all customer base intangible assets in continuing operations totaled $63 million in 2012, $61 million in 2013 and $58 million in 2014. | ||||||||||||||||||||||||||
Other Assets | ||||||||||||||||||||||||||
Other assets consist primarily of deferred financing costs incurred in connection with the Company’s outstanding debt (see Note 5), noncompetition agreements and long-term accounts receivable. Deferred financing costs are amortized over the term of the related debt. Noncompetition agreements are amortized using the straight-line method over their stated terms, ranging from three to five years. | ||||||||||||||||||||||||||
Impairment Reviews for Long-Lived Assets | Impairment Reviews for Long-Lived Assets | |||||||||||||||||||||||||
The Company periodically reviews the carrying values and useful lives of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Factors that could indicate an impairment include significant underperformance of the asset as compared to historical or projected future operating results, or significant negative industry or economic trends. When the Company determines that the carrying value of an asset may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset are compared to the carrying value of the asset. If the sum of the estimated future undiscounted cash flows is less than the carrying amount, an impairment charge is recorded based on the difference between the carrying value of the asset and its fair value, which the Company estimates based on discounted expected future cash flows. In determining whether an asset is impaired, the Company makes assumptions regarding recoverability of costs, estimated future cash flows from the asset, intended use of the asset and other relevant factors. If these estimates or their related assumptions change, impairment charges for these assets may be required. | ||||||||||||||||||||||||||
Trade Name | Trade Name | |||||||||||||||||||||||||
The trade name intangible asset represents the value of the SunGard trade name and is an indefinite-lived asset not subject to amortization. The Company completes its annual trade name impairment test as of July 1 of each year and more frequently when negative conditions or triggering events arise. | ||||||||||||||||||||||||||
Interim Impairment Test | ||||||||||||||||||||||||||
The AS Split-Off triggered an interim impairment test of the carrying value of the SunGard trade name as of March 31, 2014 due to changes in how the trade name was to be used following the AS Split-Off. The Company utilized an income approach known as the relief-from-royalty method to determine the fair value of the SunGard trade name. Under this method, a royalty rate was applied to SunGard’s projected revenues to determine the annual cash savings attributable to ownership of the trade name. This amount was then tax-effected and discounted to present value to ultimately arrive at the estimated fair value of the trade name. | ||||||||||||||||||||||||||
The Company developed certain assumptions and estimates related to the calculation of fair value of its trade name. The fair value assumptions and estimates primarily included projections of future revenues, a royalty rate, a tax rate, and a discount rate. The loss of projected AS revenues due to the AS Split-Off had a significant negative impact on the results of the trade name valuation. Based on the results of the impairment test, the fair value of the trade name was determined to be lower than its carrying value and resulted in a $339 million impairment of the trade name as of March 31, 2014. | ||||||||||||||||||||||||||
In connection with the AS Split-Off, SunGard and AS agreed to a two-year royalty-free period for AS’ limited use of a derivative of the trade name, after which it will pay a pre-determined royalty rate based on its annual revenue for a specified number of years. As of March 31, 2014, SunGard transferred an $8 million “right-to-use” asset representing the value of AS’ limited right to use the “SUNGARD AVAILABILITY SERVICES” trade name during the royalty-free period. | ||||||||||||||||||||||||||
Annual Impairment Test | ||||||||||||||||||||||||||
As of July 1, 2014, the Company completed its annual impairment test and determined that the fair value of the trade name exceeded its carrying value, resulting in no further impairment of the trade name since the interim test performed as of March 31, 2014. From a sensitivity standpoint, a 50 basis point decrease in the assumed royalty rate would have resulted in an impairment of the trade name asset of approximately $123 million. A 50 basis point increase in the discount rate would result in an impairment of the trade name asset of approximately $24 million (100 basis point increase would result in an impairment of approximately $59 million). Furthermore, to the extent that additional businesses are sold, split-off or otherwise divested in the future, or revenues related to continuing operations decline, the revenue supporting the trade name will decline, which may result in further impairment charges. | ||||||||||||||||||||||||||
The following table summarizes changes in the value of the trade name for the year ended December 31, 2014 (in millions): | ||||||||||||||||||||||||||
Trade name, net | ||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,019 | ||||||||||||||||||||||||
Transfer limited "right to use" trade name asset to AS | (8 | ) | ||||||||||||||||||||||||
Trade name impairment | (339 | ) | ||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 672 | ||||||||||||||||||||||||
Goodwill | Goodwill | |||||||||||||||||||||||||
July 1, 2014 Annual Impairment Test | ||||||||||||||||||||||||||
The Company performs a goodwill impairment test annually and more frequently when negative conditions or triggering events arise. The Company completes its annual goodwill impairment test as of July 1 for each of its reporting units. The Company has the option of performing an assessment of certain qualitative factors to determine if it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value (referred to as a “step-zero” test) or proceeding directly to a quantitative analysis (referred to as a “step-one” test). | ||||||||||||||||||||||||||
Since each of the reporting units had an estimated fair value in excess of 20% of its respective carrying value as of the most recent step-one test, which was either as of July 1, 2012 or July 1, 2013, and no events were noted that would significantly decrease the fair value of the reporting unit, the Company elected to apply the qualitative assessment under the step-zero testing approach for all reporting units as of July 1, 2014. Based on the results of these tests, no step-one tests were determined to be necessary. | ||||||||||||||||||||||||||
When performing a qualitative test, the Company assesses numerous factors to determine whether it is more likely than not that the fair value of the reporting units are less than their respective carrying values. Examples of qualitative factors that management assesses include the Company’s financial performance, market and competitive factors in the software and services industry, the amount of excess fair value over the carrying value of each reporting unit evident in prior years and other events specific to the Company’s reporting units. | ||||||||||||||||||||||||||
Management considered factors that would impact the reporting unit fair values as estimated by the market and income approaches used in the last step-one test. Management reviewed current projections of cash flows and compared these current projections to the projections included in the most recent step-one test, and considered the fact that no new significant competitors entered the marketplace in the industry and that consumer demand for the industry’s products remains relatively constant, if not growing slightly. Also, economic factors over the past year (or two years in the case of units that were last tested quantitatively as of July 1, 2012) did not significantly affect the discount rates used for the valuation of these reporting units. Management concluded that events occurring since the last step one test did not have a significant impact on the fair value of each of these reporting units. Therefore, management determined that it was not necessary to perform a quantitative (step-one) goodwill impairment test for these reporting units as the fair value of each reporting unit appeared to exceed its respective carrying value. | ||||||||||||||||||||||||||
July 1, 2013 Impairment Test | ||||||||||||||||||||||||||
For the annual impairment test as of July 1, 2013, the Company chose to assess the qualitative factors of five of its reporting units and determined, for each of those five reporting units, a step-one test was not required. Management concluded that events occurring in 2013 did not have a significant impact on the fair value of each of these reporting units. Therefore, management determined that it was not necessary to perform a quantitative (step-one) goodwill impairment test for these reporting units. The Company performed a step-one test for the remaining six reporting units. | ||||||||||||||||||||||||||
In step one, the estimated fair value of each reporting unit is compared to its carrying value. The Company estimated the fair values of each reporting unit by a combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings (the income approach) and (ii) a comparative analysis of revenue and EBITDA multiples of public companies in similar markets (the market approach). An equal weighting of the income approach and the market approach was used in the July 1, 2013 test. If there is a deficiency (the estimated fair value of a reporting unit is less than its carrying value), a step-two test is required. In step two, the amount of any goodwill impairment is measured by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of goodwill, with the resulting impairment reflected as a charge to operations. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination. | ||||||||||||||||||||||||||
Estimating the fair value of a reporting unit requires various assumptions including projections of future cash flows, perpetual growth rates and discount rates. The assumptions about future cash flows and growth rates are based on management’s assessment of a number of factors, including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves, as well as industry and general economic data from third party sources. Discount rate assumptions reflect an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit. | ||||||||||||||||||||||||||
For the July 1, 2013 impairment test, the discount rates used were between 9% and 13.5% and the perpetual growth rates used were between 1.5% and 4%. Based on the results of the step-one tests, the Company determined that the fair values of each of the reporting units tested exceeded the respective carrying value and a step-two test was not required. | ||||||||||||||||||||||||||
The Company determined that the excess of the estimated fair value over the carrying value of one of its reporting units, which is included in discontinued operations, was 9% of the carrying value as of the July 1, 2013 impairment test. This reporting unit’s goodwill balance at July 1, 2013 was $527 million. As mentioned above, the Company uses a combination of the income approach and market approach to determine the fair value of each reporting unit. Under the income approach, which is subject to variability based on the discount and perpetual growth rate assumptions used, a 50 basis point decrease in the perpetual growth rate or a 50 basis point increase in the discount rate would not have caused this reporting unit to fail the step-one test. A one hundred basis point decrease in the perpetual growth rate or a one hundred basis point increase in the discount rate would have caused this reporting unit to fail the step-one test and require a step-two analysis, and some or all of this goodwill could have been impaired. The other five reporting units for which the Company performed a step one test each had estimated fair values that exceeded the respective carrying value of the reporting unit by at least 25% as of the July 1, 2013 impairment test. | ||||||||||||||||||||||||||
July 1, 2012 Annual Impairment Test | ||||||||||||||||||||||||||
Based on the results of the July 1, 2012 step-one tests, the Company determined that the carrying value of the Availability Services North America (“AS NA”) reporting unit, which is included in discontinued operations, was in excess of its respective fair value and a step-two test was required. The primary driver for the decline in the fair value of the AS NA reporting unit compared to the prior year was the decline in the cash flow projections for AS NA when compared to those used in the 2011 goodwill impairment test as a result of a decline in the overall outlook of this reporting unit. | ||||||||||||||||||||||||||
Prior to completing the step-two test, the Company first evaluated certain long-lived assets, primarily software, customer base and property and equipment, for impairment. In performing the impairment tests for long-lived assets, the Company estimated the undiscounted cash flows for the asset groups over the remaining useful lives of the reporting unit’s primary assets and compared that to the carrying value of the asset groups. There was no impairment of the long-lived assets. | ||||||||||||||||||||||||||
In completing the step-two test to determine the implied fair value of goodwill and therefore the amount of impairment, management first determined the fair value of the tangible and intangible assets and liabilities. Based on the testing performed, the Company determined that the carrying value of goodwill exceeded its implied fair value and recorded a goodwill impairment charge of $385 million in discontinued operations. | ||||||||||||||||||||||||||
For the July 1, 2012 impairment test, the discount rates used were between 10% and 12% and the perpetual growth rates used were between 3% and 4%. | ||||||||||||||||||||||||||
The following table summarizes the 2012 goodwill impairment charge included in discontinued operations by reporting unit (in millions): | ||||||||||||||||||||||||||
Net goodwill | Net goodwill | |||||||||||||||||||||||||
Reporting | balance before | Impairment | balance after | |||||||||||||||||||||||
Segment | unit | impairment | charge | impairment | ||||||||||||||||||||||
Availability Services | AS NA | $ | 914 | ($385) | $ | 529 | ||||||||||||||||||||
The following table summarizes changes in goodwill by segment for continuing operations (in millions): | ||||||||||||||||||||||||||
Cost | Accumulated impairment | |||||||||||||||||||||||||
FS | PS&E | Subtotal | PS&E | Subtotal | Total | |||||||||||||||||||||
Balance at December 31, 2012 | $ | 3,485 | $ | 544 | $ | 4,029 | $ | (217 | ) | $ | (217 | ) | $ | 3,812 | ||||||||||||
Adjustments related to the LBO and prior year acquisitions | (1 | ) | - | (1 | ) | - | - | (1 | ) | |||||||||||||||||
Effect of foreign currency translation | 17 | - | 17 | - | - | 17 | ||||||||||||||||||||
Balance at December 31, 2013 | 3,501 | 544 | 4,045 | (217 | ) | (217 | ) | 3,828 | ||||||||||||||||||
Adjustments related to the LBO and prior year acquisitions | (2 | ) | - | (2 | ) | - | - | (2 | ) | |||||||||||||||||
Effect of foreign currency translation | (66 | ) | - | (66 | ) | - | - | (66 | ) | |||||||||||||||||
Balance at December 31, 2014 | $ | 3,433 | $ | 544 | $ | 3,977 | $ | (217 | ) | $ | (217 | ) | $ | 3,760 | ||||||||||||
Other Long-Term Liabilities | Other Long-Term Liabilities | |||||||||||||||||||||||||
Other long-term liabilities consist of straight-line rent expense accruals, asset retirement obligations for leased properties and, at SCC, a $17 million and $7 million dividend payable at December 31, 2013 and 2014, respectively (see Note 8). | ||||||||||||||||||||||||||
Stock Compensation | Stock Compensation | |||||||||||||||||||||||||
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Fair value of restricted stock units (“RSUs”) with service-based or performance-based vesting is equal to the fair market value of the Company’s common and preferred stock at the time of grant. Fair value for stock options and share appreciation rights (“Appreciation Units”) with service-based or performance-based vesting is computed using the Black-Scholes pricing model. Fair value for Appreciation Units and RSUs with market-based vesting is computed using a Monte Carlo simulation. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options, expected volatility of the Company’s stock price, the number of awards expected to be forfeited, and the expected performance of the Company’s stock price. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, the Company estimates the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on the consolidated financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recognized. The Company’s ability to use the deferred tax asset is ultimately based on the actual value of the stock option upon exercise or restricted stock unit or Appreciation Unit upon distribution. If the actual value is lower than the fair value determined on the date of grant, there could be an income tax expense for the portion of the deferred tax asset that cannot be used, which could have a material effect on the consolidated financial results. | ||||||||||||||||||||||||||
Income Taxes | Income Taxes | |||||||||||||||||||||||||
Income tax expense is based on income before income taxes, and is accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded when it is not more likely than not that a deferred tax asset will be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Considerable judgment is required in assessing and estimating these amounts and the difference between the actual outcome of these future tax consequences and the estimates made could have a material impact on the consolidated results. To the extent that new information becomes available which causes the company to change its judgment regarding the adequacy of existing tax liabilities, such changes to tax liabilities will impact income tax expense in the period in which such determination is made. The Company records interest and penalties related to unrecognized tax benefits in income tax expense. | ||||||||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||||||||||||||
Recently Adopted | ||||||||||||||||||||||||||
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in Foreign Entity.” This new guidance clarified that when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a business, the parent should only release the related cumulative translation adjustment (“CTA”) into net income if the deconsolidation or derecognition results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets resided. The adoption of ASU 2013-05 on January 1, 2014 did not have an impact on the consolidated financial statements as the Company has historically accounted for the removal of CTA related to sales of non-U.S. entities consistent with this new guidance. | ||||||||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” to eliminate diversity in practice in the presentation of unrecognized tax benefits in those instances. This ASU requires that companies net their unrecognized tax benefits against all same jurisdiction deferred tax assets for net operating losses or tax credit carryforwards that would be used to settle the position with a tax authority to the extent such deferred tax assets are available. If this criteria does not apply or the tax law of the applicable jurisdiction does not require the entity to use and the entity does not intend to use the deferred tax assets for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The adoption of ASU 2013-11 on January 1, 2014 did not have a material impact on the consolidated financial statements. | ||||||||||||||||||||||||||
Recently Issued | ||||||||||||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” that changes the criteria for reporting a discontinued operation. According to the new guidance, only disposals of a component that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results is a discontinued operation. The new guidance also requires expanded disclosures about discontinued operations and disposals of a significant part of an entity that does not qualify for discontinued operations reporting. ASU 2014-08 is effective beginning January 1, 2015 with early adoption permitted, but only for disposals (or classifications as held for sale) that have not been reported in previously-issued financial statements. Once adopted, ASU 2014-08 will affect how the Company identifies and presents discontinued operations in the consolidated financial statements for future disposals. | ||||||||||||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a comprehensive revenue recognition model and supersedes most current revenue recognition guidance. This new guidance establishes a five step process that companies must use in order to recognize revenue properly. Those five steps are: (i) identifying contract(s) with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract, and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The new ASU will affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. ASU 2014-09 will be effective for the Company starting in the first quarter of fiscal 2017. ASU 2014-09 allows for two methods of adoption: (a) “full retrospective” adoption, meaning the standard is applied to all periods presented, or (b) “modified retrospective” adoption, meaning the cumulative effect of applying ASU 2014-09 is recognized as an adjustment to the fiscal 2017 opening retained earnings balance. The Company is in the process of determining the adoption method as well as the effects the adoption of ASU 2014-09 will have on its consolidated financial statements. | ||||||||||||||||||||||||||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern,” which establishes that in connection with the preparation of financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. ASU 2014-15 requires management to consider qualitative and quantitative information about conditions and events known and reasonably knowable at the date the financial statements are issued. ASU 2014-15 will be effective for the Company for the annual period ending after December 15, 2016 and interim periods beginning after December 15, 2016. The adoption of ASU 2014-15 is not expected to have a material impact on the Company’s consolidated financial statements. |
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||||
Summary of Allowance for Doubtful Accounts Receivable | A reconciliation of the beginning and ending balance of the allowance for doubtful accounts receivable follows (in millions): | |||||||||||||||||||||||||
Continuing operations | Discontinued operations | Total | ||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 17 | $ | 6 | $ | 23 | ||||||||||||||||||||
Additions charged to operations | 5 | 2 | 7 | |||||||||||||||||||||||
Translation adjustments and other | - | (8 | ) | -1 | (8 | ) | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 22 | $ | - | $ | 22 | ||||||||||||||||||||
-1 | Translation adjustments and other for discontinued operations includes $7 million that was removed as a result of the AS Split-Off in 2014. | |||||||||||||||||||||||||
Summary of Amortization of All Software Products | Amortization of all software products in continuing operations were as follows for 2012, 2013 and 2014 (in millions): | |||||||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||||||||
Amortization of all acquired and purchased software | $ | 173 | $ | 141 | $ | 102 | ||||||||||||||||||||
products | ||||||||||||||||||||||||||
Amortization of all internally developed software products | 11 | 19 | 27 | |||||||||||||||||||||||
(included in depreciation) | ||||||||||||||||||||||||||
Future Amortization of Acquisition-Related Intangible Assets | Based on amounts recorded at December 31, 2014, total expected amortization of all acquisition-related intangible assets in each of the years ended December 31 follows (in millions): | |||||||||||||||||||||||||
2015 | $ | 84 | ||||||||||||||||||||||||
2016 | 67 | |||||||||||||||||||||||||
2017 | 59 | |||||||||||||||||||||||||
2018 | 54 | |||||||||||||||||||||||||
2019 | 46 | |||||||||||||||||||||||||
Summary of Changes in the Value of the Trade Name | The following table summarizes changes in the value of the trade name for the year ended December 31, 2014 (in millions): | |||||||||||||||||||||||||
Trade name, net | ||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 1,019 | ||||||||||||||||||||||||
Transfer limited "right to use" trade name asset to AS | (8 | ) | ||||||||||||||||||||||||
Trade name impairment | (339 | ) | ||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 672 | ||||||||||||||||||||||||
Continuing Operations | ||||||||||||||||||||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||||
Changes in Goodwill by Reportable Segment | The following table summarizes changes in goodwill by segment for continuing operations (in millions): | |||||||||||||||||||||||||
Cost | Accumulated impairment | |||||||||||||||||||||||||
FS | PS&E | Subtotal | PS&E | Subtotal | Total | |||||||||||||||||||||
Balance at December 31, 2012 | $ | 3,485 | $ | 544 | $ | 4,029 | $ | (217 | ) | $ | (217 | ) | $ | 3,812 | ||||||||||||
Adjustments related to the LBO and prior year acquisitions | (1 | ) | - | (1 | ) | - | - | (1 | ) | |||||||||||||||||
Effect of foreign currency translation | 17 | - | 17 | - | - | 17 | ||||||||||||||||||||
Balance at December 31, 2013 | 3,501 | 544 | 4,045 | (217 | ) | (217 | ) | 3,828 | ||||||||||||||||||
Adjustments related to the LBO and prior year acquisitions | (2 | ) | - | (2 | ) | - | - | (2 | ) | |||||||||||||||||
Effect of foreign currency translation | (66 | ) | - | (66 | ) | - | - | (66 | ) | |||||||||||||||||
Balance at December 31, 2014 | $ | 3,433 | $ | 544 | $ | 3,977 | $ | (217 | ) | $ | (217 | ) | $ | 3,760 | ||||||||||||
Availability Services | Discontinued Operations | ||||||||||||||||||||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||||
Changes in Goodwill by Reportable Segment | The following table summarizes the 2012 goodwill impairment charge included in discontinued operations by reporting unit (in millions): | |||||||||||||||||||||||||
Net goodwill | Net goodwill | |||||||||||||||||||||||||
Reporting | balance before | Impairment | balance after | |||||||||||||||||||||||
Segment | unit | impairment | charge | impairment | ||||||||||||||||||||||
Availability Services | AS NA | $ | 914 | ($385) | $ | 529 | ||||||||||||||||||||
Expense_Classification_Tables
Expense Classification (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Accounting Changes And Error Corrections [Abstract] | ||||||||||||||||||||||||
Functional Expense Areas | There was no impact on total reported costs and expenses for any period as a result of the changes. Management does not believe these revisions are material to the previously issued financial statements. | |||||||||||||||||||||||
The impact within the functional areas, including the impact of the reclassification of AS to discontinued operations, is as follows for the years ended December 31, 2012 and 2013 as compared to the results included in the statements of comprehensive income included in the 2013 Annual Report on Form 10-K (in millions): | ||||||||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||||||
As reported | Impact of discontinued operations | Reclassification of IT and facilities costs | Revised presentation of stock compensation expense | Revised presentation of developer time spent on professional services projects | As presented in the statement of comprehensive income (loss) | |||||||||||||||||||
Cost of sales and direct operating (excluding depreciation) | $ | 1,706 | $ | (738 | ) | $ | 52 | $ | 5 | $ | 20 | $ | 1,045 | |||||||||||
Sales, marketing and administration | 964 | (223 | ) | (98 | ) | (10 | ) | - | 633 | |||||||||||||||
Product development and maintenance | 366 | (5 | ) | 46 | 5 | (20 | ) | 392 | ||||||||||||||||
Total functional expenses | $ | 3,036 | $ | (966 | ) | $ | - | $ | - | $ | - | $ | 2,070 | |||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||||||
As reported | Impact of discontinued operations | Reclassification of IT and facilities costs | Revised presentation of stock compensation expense | Revised presentation of developer time spent on professional services projects | As presented in the statement of comprehensive income (loss) | |||||||||||||||||||
Cost of sales and direct operating (excluding depreciation) | $ | 1,712 | $ | (713 | ) | $ | 64 | $ | 4 | $ | 15 | $ | 1,082 | |||||||||||
Sales, marketing and administration | 996 | (223 | ) | (122 | ) | (8 | ) | - | 643 | |||||||||||||||
Product development and maintenance | 380 | (5 | ) | 58 | 4 | (15 | ) | 422 | ||||||||||||||||
Total functional expenses | $ | 3,088 | $ | (941 | ) | $ | - | $ | - | $ | - | $ | 2,147 | |||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combination And Disposal Groups Including Discontinued Operations Disclosure [Abstract] | ||||||||||||
Results For Discontinued Operations | The results for the discontinued operations for the years ended December 31, 2012, 2013 and 2014 were as follows (in millions): | |||||||||||
Year ended December 31, | ||||||||||||
2012 | 2013 | 2014 | ||||||||||
Revenue | $ | 1,509 | $ | 1,421 | $ | 338 | ||||||
Operating income (loss), excluding goodwill impairment | 106 | 71 | (25 | ) | ||||||||
Goodwill impairment charge | (385 | ) | - | - | ||||||||
Operating income (loss) | (279 | ) | 71 | (25 | ) | |||||||
Interest expense, net | (68 | ) | (73 | ) | (18 | ) | ||||||
Other income (expense) | (1 | ) | 1 | - | ||||||||
Gain on sale of business | 571 | - | 22 | |||||||||
Income (loss) before income taxes | 223 | (1 | ) | (21 | ) | |||||||
Benefit from (provision for) income taxes | (246 | ) | 18 | 4 | ||||||||
Income (loss) from discontinued operations | $ | (23 | ) | $ | 17 | $ | (17 | ) | ||||
Assets and Liabilities Related to Discontinued Operations | Assets of discontinued operations and liabilities of discontinued operations consisted of the following at December 31, 2013 (in millions): | |||||||||||
31-Dec-13 | ||||||||||||
Cash and cash equivalents | $ | 31 | ||||||||||
Trade receivables, net | 227 | |||||||||||
Prepaid expenses and other current assets | 70 | |||||||||||
Property and equipment, net | 669 | |||||||||||
Software products, net | 40 | |||||||||||
Customer base, net | 734 | |||||||||||
Other | 10 | |||||||||||
Goodwill | 735 | |||||||||||
Assets of discontinued operations | $ | 2,516 | ||||||||||
Accounts payable | $ | 47 | ||||||||||
Accrued compensation and benefits | 45 | |||||||||||
Other accrued expenses | 78 | |||||||||||
Deferred revenue | 260 | |||||||||||
Current portion of long-term debt | 2 | |||||||||||
Long-term debt | 5 | |||||||||||
Deferred income taxes | 282 | |||||||||||
Other long-term liabilities | 80 | |||||||||||
Liabilities of discontinued operations | $ | 799 | ||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Property Plant And Equipment [Abstract] | |||||||
Property and Equipment | Property and equipment consisted of the following (in millions): | ||||||
31-Dec-13 | 31-Dec-14 | ||||||
Computer and telecommunications equipment | $ | 349 | $ | 374 | |||
Leasehold improvements | 81 | 84 | |||||
Office furniture and equipment | 68 | 67 | |||||
Buildings and improvements | 21 | 26 | |||||
Land | 2 | 2 | |||||
Construction in progress | 7 | 13 | |||||
Property and equipment - total cost | 528 | 566 | |||||
Accumulated depreciation | (376 | ) | (414 | ) | |||
Property and equipment, net | $ | 152 | $ | 152 | |||
Debt_and_Derivative_Instrument1
Debt and Derivative Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Debt Disclosure [Abstract] | |||||||||||||
Debt for Continuing Operations | Debt consisted of the following (in millions): | ||||||||||||
31-Dec-13 | 31-Dec-14 | ||||||||||||
Senior Secured Credit Facilities: | |||||||||||||
Secured revolving credit facility due March 8, 2018 (A) | $ | - | $ | - | |||||||||
Tranche A due February 28, 2014, effective interest rate of 1.92% (A) | 7 | - | |||||||||||
Tranche C due February 28, 2017, effective interest rate of 4.41% and 4.44% (A) | 427 | 400 | |||||||||||
Tranche D due January 31, 2020, effective interest rate of 4.50% (A) | 713 | - | |||||||||||
Tranche E due March 8, 2020, effective interest rate of 4.10% and 4.31% (A) | 2,183 | 1,918 | |||||||||||
Total Senior Secured Credit Facilities | 3,330 | 2,318 | |||||||||||
Senior Secured Notes due 2014 at 4.875% (B) | 250 | - | |||||||||||
Senior Notes due 2018 at 7.375% (C) | 900 | 511 | |||||||||||
Senior Notes due 2020 at 7.625% (C) | 700 | 700 | |||||||||||
Senior Subordinated Notes due 2019 at 6.625% (C) | 1,000 | 1,000 | |||||||||||
Secured accounts receivable facility, at 3.67% and 3.16% (D) | 200 | 140 | |||||||||||
Other, primarily foreign bank debt, acquisition purchase price and capital lease obligations | 4 | - | |||||||||||
Total debt | $ | 6,384 | $ | 4,669 | |||||||||
Short-term borrowings and current portion of long-term debt | $ | 290 | $ | - | |||||||||
Long-term debt | 6,094 | 4,669 | |||||||||||
Long-term debt | $ | 6,384 | $ | 4,669 | |||||||||
Interest Rates Under Credit Agreement and Effective Interest Rates | As of December 31, 2014, the applicable interest rates and the effective interest rates adjusted for swaps (if applicable) were as follows: | ||||||||||||
Applicable interest rate | Effective rate adjusted for swaps | ||||||||||||
Revolving credit facility | 3.67% | N/A | |||||||||||
Tranche C | 3.92% | 4.44% | |||||||||||
Tranche E | 4.00% | 4.31% | |||||||||||
Interest Rate Swaps | A summary of the Company’s interest rate swaps at December 31, 2014 follows: | ||||||||||||
Inception | Maturity | Notional Amount (in millions) | Interest rate paid | Interest rate received (LIBOR) | |||||||||
August-September 2012 | Feb-17 | $ | 400 | 0.69% | 1-Month | ||||||||
Jun-13 | Jun-19 | 100 | 1.86% | 3-Month | |||||||||
Sep-13 | Jun-19 | 100 | 2.26% | 3-Month | |||||||||
February-March 2014 | Mar-20 | 300 | 2.27% | 3-Month | |||||||||
Total / Weighted Average Interest Rate | $ | 900 | 1.52% | ||||||||||
Contractual Future Maturities of Debt | At December 31, 2014, the contractual future maturities of debt are as follows (in millions): | ||||||||||||
Contractual | |||||||||||||
2015 | $ | - | |||||||||||
2016 | - | ||||||||||||
2017 | 400 | ||||||||||||
2018 | 511 | ||||||||||||
2019 | 1,140 | ||||||||||||
Thereafter | 2,618 | ||||||||||||
Total | $ | 4,669 | |||||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income(Loss) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Equity [Abstract] | ||||||||||||||||
Unrealized Gains Losses on Derivative Instruments | The following table summarizes the unrealized gains (losses) on derivative instruments including the impact of components reclassified into net income from accumulated other comprehensive income for the years ended December 31, 2012, 2013 and 2014 (in millions): | |||||||||||||||
Year Ended December 31, | ||||||||||||||||
Other Comprehensive Income Components | 2012 | 2013 | 2014 | Affected Line Item in the Statement of Comprehensive Income for Components Reclassified from OCI | ||||||||||||
Unrealized gain (loss) on derivative instruments | $ | (1 | ) | $ | - | $ | (15 | ) | ||||||||
identified as accounting hedges | ||||||||||||||||
Loss (gain) on derivatives reclassified into income: | ||||||||||||||||
Interest rate contracts | 10 | 6 | 7 | Interest expense and amortization of deferred financing fees | ||||||||||||
Forward Currency Hedges | 3 | - | - | Cost of sales and direct operating | ||||||||||||
Total reclassified into income | 13 | 6 | 7 | |||||||||||||
Income tax benefit (expense) | (2 | ) | (3 | ) | 3 | |||||||||||
Amounts reclassified from accumulated other comprehensive income net of tax | 11 | 3 | 10 | |||||||||||||
Unrealized gain (loss) on derivative instruments, net of tax | $ | 10 | $ | 3 | $ | (5 | ) | |||||||||
Components of Accumulated Other Comprehensive Loss, Net of Tax | The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax, through December 31, 2014 as follows (in millions): | |||||||||||||||
Gains and Losses on | Currency | Other | Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Cash Flow Hedges | Translation | |||||||||||||||
Balance at December 31, 2012 | $ | 1 | $ | (4 | ) | $ | - | $ | (3 | ) | ||||||
Other comprehensive income before reclassifications | - | 19 | (3 | ) | 16 | |||||||||||
Amounts reclassified from accumulated other comprehensive income net of tax | 3 | - | - | 3 | ||||||||||||
Net current-period other comprehensive income | 3 | 19 | (3 | ) | 19 | |||||||||||
Balance at December 31, 2013 | 4 | 15 | (3 | ) | 16 | |||||||||||
Other comprehensive income before reclassifications | (15 | ) | (65 | ) | (3 | ) | (83 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income net of tax | 10 | - | - | 10 | ||||||||||||
Net current-period other comprehensive income | (5 | ) | (65 | ) | (3 | ) | (73 | ) | ||||||||
Impact from AS Split-off | - | (75 | ) | - | (75 | ) | ||||||||||
Balance at December 31, 2014 | $ | (1 | ) | $ | (125 | ) | $ | (6 | ) | $ | (132 | ) | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2014 (in millions): | |||||||||||||||||
Fair Value Measures Using | ||||||||||||||||||
Assets | Balance Sheet Caption | Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market funds | Cash and cash equivalents | $ | 106 | $ | - | $ | - | $ | 106 | |||||||||
Interest rate swap agreements | Other assets | - | 1 | - | 1 | |||||||||||||
Currency forward contracts | Prepaid expenses and other current assets | - | 3 | - | 3 | |||||||||||||
Total | $ | 106 | $ | 4 | $ | - | $ | 110 | ||||||||||
Liabilities | ||||||||||||||||||
Interest rate swap agreements | Other accrued expenses | $ | - | $ | 5 | $ | - | $ | 5 | |||||||||
Currency forward contracts | Other accrued expenses | - | 1 | - | 1 | |||||||||||||
Total | $ | - | $ | 6 | $ | - | $ | 6 | ||||||||||
The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2013 (in millions): | ||||||||||||||||||
Fair Value Measures Using | ||||||||||||||||||
Balance Sheet Caption | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | ||||||||||||||||||
Money market funds | Cash and cash equivalents | $ | 407 | $ | - | $ | - | $ | 407 | |||||||||
Interest rate swap agreements | Other assets | - | 4 | - | 4 | |||||||||||||
Currency forward contracts | Prepaid expenses and other current assets | - | 2 | - | 2 | |||||||||||||
Total | $ | 407 | $ | 6 | $ | - | $ | 413 | ||||||||||
Assets and Liabilities Measured at Fair Value on Non-Recurring Basis | The following table summarizes assets and liabilities measured at fair value on a non-recurring basis at December 31, 2014 (in millions): | |||||||||||||||||
Fair Value Measures Using | ||||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Assets | ||||||||||||||||||
Trade name | $ | - | $ | - | $ | 672 | ||||||||||||
Carrying Amount and Estimated Fair Value of Debt, Including Current Portion and Excluding Interest Rate Swaps | The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, to the extent the underlying liability will be settled in cash, approximate carrying values because of the short-term nature of these instruments. The derivative financial instruments are carried at fair value. The fair value of the Company’s floating rate and fixed rate long-term debt (Level 2) is determined using actual market quotes and benchmark yields received from independent vendors. The following table presents the carrying amount and estimated fair value of the Company’s debt, including current portion and excluding the interest rate swaps (in millions): | |||||||||||||||||
31-Dec-13 | 31-Dec-14 | |||||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||||
Value | Value | Value | Value | |||||||||||||||
Floating rate debt | $ | 3,530 | $ | 3,548 | $ | 2,458 | $ | 2,431 | ||||||||||
Fixed rate debt | 2,862 | 3,024 | 2,211 | 2,286 | ||||||||||||||
Stock_Option_and_Award_Plans_a1
Stock Option and Award Plans and Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||||||||||||||||||||||||||||||
Summary of Assumptions Used to Estimate Fair Value of Appreciation Units and Restricted Stock Units with Vesting Terms | The assumptions used in valuing the Appreciation Units and the RSUs with market-based vesting follow: | |||||||||||||||||||||||||||||||
Year ended December 31, 2013 | Year ended December 31, 2014 | |||||||||||||||||||||||||||||||
Award type | Appreciation Units | Appreciation Units | RSUs | |||||||||||||||||||||||||||||
Vesting terms | Market-based | Time-based | Market-based | Market-based | ||||||||||||||||||||||||||||
Valuation model | Monte-Carlo | Black-Scholes | Monte-Carlo | Monte-Carlo | ||||||||||||||||||||||||||||
Weighted-average fair value on date of grant | $ | 5.45 | $ | 5.91 | $ | 6.51 | $ | 16.44 | ||||||||||||||||||||||||
Assumptions used to calculate fair value: | ||||||||||||||||||||||||||||||||
Volatility | 38 | % | 38 | % | 45 | % | 45 | % | ||||||||||||||||||||||||
Risk-free interest rate | 0.8 | % | 0.8 | % | 0.9 | % | 0.8 | % | ||||||||||||||||||||||||
Expected term | 4 years | 4 years | 3.2 years | 3 years | ||||||||||||||||||||||||||||
Dividends | zero | zero | zero | zero | ||||||||||||||||||||||||||||
Schedule of Stock Compensation Expense Included in Statement of Comprehensive Income (Loss) | For 2012, 2013 and 2014, the Company included stock compensation expense in the Statement of Comprehensive Income (Loss) as follows: | |||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||||||||||||||
Cost of sales and direct operating expenses | $ | 4 | $ | 5 | $ | 7 | ||||||||||||||||||||||||||
Sales, marketing and administration | 23 | 29 | 30 | |||||||||||||||||||||||||||||
Product development and maintenance | 4 | 5 | 5 | |||||||||||||||||||||||||||||
Stock compensation expense - continuing operations | 31 | 39 | 42 | |||||||||||||||||||||||||||||
Stock compensation expense - discontinued operations | 7 | 7 | 2 | |||||||||||||||||||||||||||||
Total stock compensation | $ | 38 | $ | 46 | $ | 44 | ||||||||||||||||||||||||||
Summary of Option, RSU and Appreciation Unit Activity | The following table summarizes option, RSU and Appreciation Unit activity during 2014: | |||||||||||||||||||||||||||||||
Units | ||||||||||||||||||||||||||||||||
Options (in millions) | Weighted-Average Exercise Price | RSUs (in millions) | Weighted-Average Grant Date Fair Value | Appreciation Units (in millions) | Weighted-Average Base Unit Value | Class A Options (in millions) | Weighted-Average Exercise Price | |||||||||||||||||||||||||
Outstanding at December 31, 2013 | 14.8 | $ | 14.3 | 9.4 | $ | 20.59 | 4.6 | $ | 17.37 | 5.4 | $ | 1.72 | ||||||||||||||||||||
Granted | - | 3.1 | 19.09 | 0.5 | $ | 17.44 | - | |||||||||||||||||||||||||
Exercised / released | (0.9 | ) | 8.69 | (1.3 | ) | 20.25 | - | - | ||||||||||||||||||||||||
Canceled | (0.6 | ) | 15.26 | (1.5 | ) | 17.62 | (0.5 | ) | 17.34 | (1.7 | ) | 1.4 | ||||||||||||||||||||
Impact of SunGard awards modified | 0.6 | n/a | 0.9 | n/a | 0.5 | n/a | - | |||||||||||||||||||||||||
Impact of SpinCo awards modified | (1.8 | ) | 14.41 | (1.6 | ) | 20.56 | - | - | ||||||||||||||||||||||||
Outstanding at December 31, 2014 | 12.1 | 13.08 | 9 | 18.67 | 5.1 | 16.58 | 3.7 | 1.86 | ||||||||||||||||||||||||
Summary of Information Concerning Options for Units, Appreciation Units and Options for Class A Shares Vested and Expected to Vest in the Future | The following table summarizes information as of December 31, 2014 concerning options for Units, Appreciation Units and options for Class A shares that have vested and that are expected to vest in the future: | |||||||||||||||||||||||||||||||
Vested and Expected to Vest | Exercisable | |||||||||||||||||||||||||||||||
Exercise Price ($) | Quantity Outstanding (in millions) | Weighted-average Remaining Life (years) | Aggregate Intrinsic Value (in millions) | Quantity (in millions) | Weighted-average Remaining Life (years) | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||||||||||
Option Units | ||||||||||||||||||||||||||||||||
4.03 | 0.21 | 0.2 | $ | 3 | 0.21 | 0.2 | $ | 3 | ||||||||||||||||||||||||
12.87-15.31 | 10.04 | 0.9 | 39 | 9.94 | 0.9 | 39 | ||||||||||||||||||||||||||
15.85-18.91 | 0.37 | 5.4 | - | 0.33 | 5.2 | - | ||||||||||||||||||||||||||
Appreciation Units | ||||||||||||||||||||||||||||||||
14.89-15.96 | 2 | 2.4 | 3 | n/a | ||||||||||||||||||||||||||||
Options for Class A shares | ||||||||||||||||||||||||||||||||
0.21 - 0.44 | 1 | 4.9 | - | 0.98 | 4.9 | - | ||||||||||||||||||||||||||
1.41 | 0.17 | 3.9 | - | 0.17 | 3.9 | - | ||||||||||||||||||||||||||
2.22 - 3.06 | 1.5 | 3.3 | - | 1.5 | 3.3 | - | ||||||||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Income (loss) from Continuing Operations Before Income Taxes | |||||||||||||||||||||||||||||||||||||
Income (loss) from continuing operations before income taxes for 2012, 2013 and 2014 consisted of the following (in millions): | |||||||||||||||||||||||||||||||||||||
SCC | SCCII | SunGard | |||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |||||||||||||||||||||||||||||
U.S. operations | $ | (154 | ) | $ | (31 | ) | $ | (363 | ) | $ | (154 | ) | $ | (30 | ) | $ | (363 | ) | $ | (154 | ) | $ | (30 | ) | $ | (362 | ) | ||||||||||
Foreign operations | 62 | 102 | 98 | 62 | 102 | 98 | 62 | 102 | 98 | ||||||||||||||||||||||||||||
Total | $ | (92 | ) | $ | 71 | $ | (265 | ) | $ | (92 | ) | $ | 72 | $ | (265 | ) | $ | (92 | ) | $ | 72 | $ | (264 | ) | |||||||||||||
Continuing Operations Provision (Benefit) for Income Taxes | The continuing operations provision (benefit) for income taxes for 2012, 2013 and 2014 consisted of the following (in millions): | ||||||||||||||||||||||||||||||||||||
SCC | SCCII | SunGard | |||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |||||||||||||||||||||||||||||
Current: | |||||||||||||||||||||||||||||||||||||
Federal | $ | (21 | ) | $ | 5 | $ | 1 | $ | (21 | ) | $ | 5 | $ | 1 | $ | (20 | ) | $ | 6 | $ | 2 | ||||||||||||||||
State | 4 | 9 | 4 | 4 | 9 | 4 | 4 | 9 | 4 | ||||||||||||||||||||||||||||
Foreign | 22 | 36 | 42 | 22 | 36 | 42 | 22 | 36 | 42 | ||||||||||||||||||||||||||||
Total current | 5 | 50 | 47 | 5 | 50 | 47 | 6 | 51 | 48 | ||||||||||||||||||||||||||||
Deferred: | |||||||||||||||||||||||||||||||||||||
Federal | (27 | ) | (13 | ) | (122 | ) | (27 | ) | (13 | ) | (122 | ) | (28 | ) | (14 | ) | (123 | ) | |||||||||||||||||||
State | 1 | - | 33 | 1 | - | 33 | 1 | - | 33 | ||||||||||||||||||||||||||||
Foreign | (28 | ) | (11 | ) | (15 | ) | (28 | ) | (11 | ) | (15 | ) | (28 | ) | (11 | ) | (15 | ) | |||||||||||||||||||
Total deferred | (54 | ) | (24 | ) | (104 | ) | (54 | ) | (24 | ) | (104 | ) | (55 | ) | (25 | ) | (105 | ) | |||||||||||||||||||
Total | $ | (49 | ) | $ | 26 | $ | (57 | ) | $ | (49 | ) | $ | 26 | $ | (57 | ) | $ | (49 | ) | $ | 26 | $ | (57 | ) | |||||||||||||
Differences Between Income Tax Expense (Benefit) at the Expected U.S. Federal Statutory Income Tax Rate and the Company's Continuing Operations Reported Income Tax (Benefit) Expense and Effective Tax Rate | Differences between income tax expense (benefit) at the expected U.S. federal statutory income tax rate of 35% and the Company’s continuing operations reported income tax (benefit) expense and effective tax rate for 2012, 2013 and 2014 were as follows (in millions): | ||||||||||||||||||||||||||||||||||||
SCC | SCCII | SunGard | |||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | 2012 | 2013 | 2014 | 2012 | 2013 | 2014 | |||||||||||||||||||||||||||||
Tax at federal statutory rate | $ | (32 | ) | $ | 25 | $ | (93 | ) | $ | (32 | ) | $ | 25 | $ | (93 | ) | $ | (32 | ) | $ | 25 | $ | (93 | ) | |||||||||||||
State income taxes, net of federal benefit | 2 | 5 | (10 | ) | 2 | 5 | (10 | ) | 2 | 5 | (10 | ) | |||||||||||||||||||||||||
Foreign taxes, net of U.S. foreign tax credit (1) | (20 | ) | 1 | 1 | (20 | ) | 1 | 1 | (20 | ) | 1 | 1 | |||||||||||||||||||||||||
Tax rate changes (2) | 7 | (1 | ) | 46 | 7 | (1 | ) | 46 | 7 | (1 | ) | 46 | |||||||||||||||||||||||||
Nondeductible expenses | 2 | 3 | 4 | 2 | 3 | 4 | 2 | 3 | 4 | ||||||||||||||||||||||||||||
Change in uncertain tax positions (3) | 10 | 1 | 2 | 10 | 1 | 2 | 10 | 1 | 2 | ||||||||||||||||||||||||||||
Research and development credit | (1 | ) | (9 | ) | (6 | ) | (1 | ) | (9 | ) | (6 | ) | (1 | ) | (9 | ) | (6 | ) | |||||||||||||||||||
Domestic Production Activities Deduction | - | (1 | ) | (1 | ) | - | (1 | ) | (1 | ) | - | (1 | ) | (1 | ) | ||||||||||||||||||||||
U.S. income taxes on non-U.S. unremitted earnings | (20 | ) | 4 | (3 | ) | (20 | ) | 4 | (3 | ) | (20 | ) | 4 | (3 | ) | ||||||||||||||||||||||
Other, net | 3 | (2 | ) | 3 | 3 | (2 | ) | 3 | 3 | (2 | ) | 3 | |||||||||||||||||||||||||
Total | $ | (49 | ) | $ | 26 | $ | (57 | ) | $ | (49 | ) | $ | 26 | $ | (57 | ) | $ | (49 | ) | $ | 26 | $ | (57 | ) | |||||||||||||
Effective income tax rate | 53 | % | 36 | % | 22 | % | 53 | % | 36 | % | 22 | % | 53 | % | 36 | % | 22 | % | |||||||||||||||||||
-1 | Includes foreign taxes, dividends, utilization of foreign tax credits, and the rate differential between U.S. and foreign countries, and the change in foreign valuation allowance, as described in more detail below. Also includes $6 million, $4 million and $3 million in 2012, 2013 and 2014, respectively, related to benefits of tax holidays in Tunisia and India which expire in 2017 and 2024, respectively. | ||||||||||||||||||||||||||||||||||||
-2 | Tax rate changes in 2014 includes an expense of $48 million due to changes in certain state deferred income tax rates, which are primarily driven by the change in the legal entity ownership of the SunGard trade name caused by the AS Split-Off. | ||||||||||||||||||||||||||||||||||||
-3 | The change in uncertain tax positions recorded in continuing operations was an expense of $10 million, $1 million and $2 million in 2012, 2013 and 2014, respectively, which reflects the offsetting benefits recorded in prepaid expenses and other current assets and deferred income and other taxes on the balance sheet. The balance is recorded in discontinued operations. | ||||||||||||||||||||||||||||||||||||
Deferred Income Tax Assets and Liabilities | Deferred income taxes are recorded based upon differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating and tax credit carryforwards. Deferred income tax assets and liabilities at December 31, 2013 and 2014 consisted of the following (in millions): | ||||||||||||||||||||||||||||||||||||
SCC | SCCII | SunGard | |||||||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-14 | 31-Dec-13 | 31-Dec-14 | 31-Dec-13 | 31-Dec-14 | ||||||||||||||||||||||||||||||||
Current: | |||||||||||||||||||||||||||||||||||||
Trade receivables and other current assets | $ | (2 | ) | $ | - | $ | (2 | ) | $ | - | $ | (2 | ) | $ | - | ||||||||||||||||||||||
Accrued expenses, net | 28 | 17 | 28 | 17 | 28 | 17 | |||||||||||||||||||||||||||||||
Tax credit carryforwards | 20 | - | 20 | - | 20 | - | |||||||||||||||||||||||||||||||
Other current | (11 | ) | (5 | ) | (11 | ) | (5 | ) | (11 | ) | (5 | ) | |||||||||||||||||||||||||
Total current deferred income tax asset (liability) | 35 | 12 | 35 | 12 | 35 | 12 | |||||||||||||||||||||||||||||||
Valuation allowance | (5 | ) | (4 | ) | (5 | ) | (4 | ) | (5 | ) | (4 | ) | |||||||||||||||||||||||||
Net current deferred income tax asset (liability) | 30 | 8 | 30 | 8 | 30 | 8 | |||||||||||||||||||||||||||||||
Less: amounts classified as related to discontinued operations | (13 | ) | - | (13 | ) | - | (13 | ) | - | ||||||||||||||||||||||||||||
Net current deferred income tax asset (liability) - continuing operations | $ | 17 | $ | 8 | $ | 17 | $ | 8 | $ | 17 | $ | 8 | |||||||||||||||||||||||||
Long-term: | |||||||||||||||||||||||||||||||||||||
Property and equipment | $ | 1 | $ | (2 | ) | $ | 1 | $ | (2 | ) | $ | 1 | $ | (2 | ) | ||||||||||||||||||||||
Intangible assets | (1,026 | ) | (596 | ) | (1,026 | ) | (596 | ) | (1,026 | ) | (596 | ) | |||||||||||||||||||||||||
Net operating loss carry-forwards | 98 | 71 | 98 | 71 | 98 | 71 | |||||||||||||||||||||||||||||||
Stock compensation | 62 | 55 | 62 | 55 | 62 | 55 | |||||||||||||||||||||||||||||||
U.S. income taxes on non-U.S. unremitted earnings | (24 | ) | (13 | ) | (24 | ) | (13 | ) | (24 | ) | (13 | ) | |||||||||||||||||||||||||
Other non-current | 34 | 6 | 34 | 6 | 34 | 6 | |||||||||||||||||||||||||||||||
Other, net | (12 | ) | 15 | (12 | ) | 15 | (5 | ) | 23 | ||||||||||||||||||||||||||||
Total long-term deferred income tax liability | (867 | ) | (464 | ) | (867 | ) | (464 | ) | (860 | ) | (456 | ) | |||||||||||||||||||||||||
Valuation allowance | (62 | ) | (48 | ) | (62 | ) | (48 | ) | (62 | ) | (48 | ) | |||||||||||||||||||||||||
Net long-term deferred income tax liability | (929 | ) | (512 | ) | (929 | ) | (512 | ) | (922 | ) | (504 | ) | |||||||||||||||||||||||||
Less: amounts classified as related to discontinued operations | 282 | - | 282 | - | 282 | - | |||||||||||||||||||||||||||||||
Net long-term deferred income tax liability - continuing operations | $ | (647 | ) | $ | (512 | ) | $ | (647 | ) | $ | (512 | ) | $ | (640 | ) | $ | (504 | ) | |||||||||||||||||||
Reconciliation of Beginning and Ending Balance of Valuation Allowance | A reconciliation of the beginning and ending balance of the valuation allowance follows (in millions): | ||||||||||||||||||||||||||||||||||||
Continuing operations | Discontinued operations | Total | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 41 | $ | 26 | $ | 67 | |||||||||||||||||||||||||||||||
Additions charged to operations | 12 | -1 | 1 | 13 | |||||||||||||||||||||||||||||||||
Translation adjustments and other | (1 | ) | (27 | ) | -2 | (28 | ) | ||||||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 52 | $ | - | $ | 52 | |||||||||||||||||||||||||||||||
-1 | Translation adjustments and other for discontinued operations includes $27 million that was sold or removed as a result of the AS Split-Off in 2014. | ||||||||||||||||||||||||||||||||||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits follows (in millions): | ||||||||||||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||||||||||||
Balance at beginning of year | $ | 22 | $ | 94 | $ | 99 | |||||||||||||||||||||||||||||||
Additions for tax positions of prior years | 22 | 7 | 4 | ||||||||||||||||||||||||||||||||||
Reductions for tax positions of prior years | - | (5 | ) | (3 | ) | ||||||||||||||||||||||||||||||||
Additions for tax positions of current year | 50 | 3 | 7 | ||||||||||||||||||||||||||||||||||
Settlements for tax positions of prior years | - | - | (3 | ) | |||||||||||||||||||||||||||||||||
Balance at end of year | $ | 94 | $ | 99 | $ | 104 | |||||||||||||||||||||||||||||||
Employee_Termination_Benefits_1
Employee Termination Benefits and Facility Closures (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Restructuring And Related Activities [Abstract] | ||||||||||||||
Liability for Workforce Reductions and Facility Closures | The following table provides a rollforward of the liability balances for workforce reductions and facility closures for 2012, 2013 and 2014 (in millions): | |||||||||||||
Workforce-related | Facilities | Total | ||||||||||||
Balance at December 31, 2011 | $ | 24 | $ | 5 | $ | 29 | ||||||||
Expense related to 2012 actions | 34 | 12 | 46 | |||||||||||
Paid | (31 | ) | - | (31 | ) | |||||||||
Other adjustments (1) | (4 | ) | - | (4 | ) | |||||||||
Balance at December 31, 2012 | 23 | 17 | 40 | |||||||||||
Expense related to 2013 actions | 20 | 2 | 22 | |||||||||||
Paid | (23 | ) | (3 | ) | (26 | ) | ||||||||
Other adjustments (1) | (6 | ) | (1 | ) | (7 | ) | ||||||||
Balance at December 31, 2013 | 14 | 15 | 29 | |||||||||||
Expense related to 2014 actions | 28 | -2 | 4 | 32 | -3 | |||||||||
Paid | (26 | ) | (6 | ) | (32 | ) | ||||||||
Other adjustments (1) | (4 | ) | - | (4 | ) | -3 | ||||||||
Balance at December 31, 2014 | $ | 12 | $ | 13 | $ | 25 | ||||||||
-1 | The other adjustments rows in the table principally relates to changes in estimates from when the initial charge was recorded and also foreign currency translation adjustments. | |||||||||||||
-2 | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | |||||||||||||
-3 | The sum of the expense related to 2014 actions and other adjustments in 2014 is the net amount of expense related to employee termination benefits and facility closures and may include rounding (see Note 14). |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||
Operating Results | The operating results for the years ended December 31, 2014, 2013 and 2012 for each segment follow (in millions): | |||||||||||||||||||
Sum of | ||||||||||||||||||||
FS | PS&E | Segments | ||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Revenue | $ | 2,592 | $ | 217 | $ | 2,809 | ||||||||||||||
Adjusted EBITDA | 742 | 68 | 810 | |||||||||||||||||
Adjusted EBITDA margin | 28.6 | % | 31.1 | % | 28.8 | % | ||||||||||||||
Year over Year revenue change | 2 | % | 4 | % | 2 | % | ||||||||||||||
Year over Year Adjusted EBITDA change | (1 | ) | % | 2 | % | - | % | |||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
Revenue | $ | 2,551 | -1 | $ | 210 | $ | 2,761 | |||||||||||||
Adjusted EBITDA | 746 | -1 | 66 | 812 | ||||||||||||||||
Adjusted EBITDA margin | 29.2 | % | 31.6 | % | 29.4 | % | ||||||||||||||
Year over Year revenue change | (2 | ) | % | 3 | % | (2 | ) | % | ||||||||||||
Year over Year Adjusted EBITDA change | 3 | % | - | % | 2 | % | ||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||
Revenue | $ | 2,604 | $ | 204 | $ | 2,808 | ||||||||||||||
Adjusted EBITDA | 727 | 66 | 793 | |||||||||||||||||
Adjusted EBITDA margin | 27.9 | % | 32.5 | % | 28.2 | % | ||||||||||||||
Reconciliation of Adjusted EBITDA to Income Loss from Continuing Operations before Income Taxes | Reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes: | |||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||
Adjusted EBITDA (sum of segments) | $ | 793 | $ | 812 | $ | 810 | ||||||||||||||
Corporate | (44 | ) | (46 | ) | (45 | ) | ||||||||||||||
Depreciation (2) | (96 | ) | (104 | ) | (107 | ) | ||||||||||||||
Amortization of acquisition-related intangible assets | (217 | ) | (182 | ) | (136 | ) | ||||||||||||||
Trade name impairment charge | - | - | (339 | ) | ||||||||||||||||
Severance and facility closure costs | (42 | ) | -3 | (17 | ) | -4 | (27 | ) | -5 | |||||||||||
Stock compensation expense | (31 | ) | (39 | ) | (42 | ) | ||||||||||||||
Management fees | (9 | ) | (8 | ) | (9 | ) | ||||||||||||||
Other costs (included in operating income) | (6 | ) | (11 | ) | (18 | ) | ||||||||||||||
Interest expense, net | (359 | ) | (325 | ) | (290 | ) | ||||||||||||||
Loss on extinguishment of debt | (82 | ) | (6 | ) | (61 | ) | ||||||||||||||
Other income (expense) | 1 | (2 | ) | - | ||||||||||||||||
Income (loss) from continuing operations before income taxes | $ | (92 | ) | $ | 72 | $ | (264 | ) | ||||||||||||
Depreciation and Amortization and Capital Expenditures by Segment | Depreciation, amortization of acquisition-related intangible assets, total assets and capital expenditures by segment follow (in millions): | |||||||||||||||||||
Corporate | ||||||||||||||||||||
Sum of | and other | |||||||||||||||||||
FS | PS&E | Segments | adjustments | Total | ||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Depreciation (2) | $ | 95 | $ | 9 | $ | 104 | $ | 3 | $ | 107 | ||||||||||
Amortization of acquisition-related intangible assets | 129 | 7 | 136 | - | 136 | |||||||||||||||
Capital expenditures | 131 | 10 | 141 | 2 | 143 | |||||||||||||||
Total assets | 6,225 | 833 | 7,058 | -551 | -6 | 6,507 | ||||||||||||||
Corporate | ||||||||||||||||||||
Sum of | and other | |||||||||||||||||||
FS | PS&E | Segments | adjustments | Total | ||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
Depreciation (2) | $ | 95 | $ | 7 | $ | 102 | $ | 2 | $ | 104 | ||||||||||
Amortization of acquisition-related intangible assets | 168 | 13 | 181 | 1 | 182 | |||||||||||||||
Capital expenditures | 102 | 8 | 110 | 1 | 111 | |||||||||||||||
Total assets | 5,956 | 780 | 6,736 | 3,038 | -6 | 9,774 | ||||||||||||||
Sum of | ||||||||||||||||||||
FS | PS&E | Segments | Corporate | Total | ||||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||
Depreciation (2) | $ | 88 | $ | 7 | $ | 95 | $ | 1 | $ | 96 | ||||||||||
Amortization of acquisition-related intangible assets | 199 | 17 | 216 | 1 | 217 | |||||||||||||||
Capital expenditures | 88 | 7 | 95 | 2 | 97 | |||||||||||||||
-1 | SunGard received approximately $12 million in proceeds related to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to a FS customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which now has been recognized, and a termination charge related to the customer contract. | |||||||||||||||||||
-2 | Includes amortization of capitalized software. | |||||||||||||||||||
-3 | Includes $27 million, $2 million and $1 million of severance in FS, PS&E and corporate, respectively. Also includes $12 million of lease exit costs in FS. | |||||||||||||||||||
-4 | Includes $13 million and $1 million of severance in FS and corporate, respectively. Also includes $3 million of lease exit costs in FS. | |||||||||||||||||||
-5 | Includes $22 million and $1 million of severance in FS and PS&E, respectively. Also includes $4 million of lease exit costs in FS. | |||||||||||||||||||
-6 | Includes items that are eliminated in consolidation, trade name, deferred income taxes and the assets of the Company’s assets of discontinued operations. | |||||||||||||||||||
Company's Revenue by Customer Location | Geographic Presence | |||||||||||||||||||
The Company transacts business and has operations globally. The Company’s revenue by customer location follows (in millions): | ||||||||||||||||||||
Year ended December 31, | ||||||||||||||||||||
2012 | 2013 | 2014 | ||||||||||||||||||
United States | $ | 1,733 | $ | 1,685 | $ | 1,712 | ||||||||||||||
International: | ||||||||||||||||||||
United Kingdom | 171 | 170 | 182 | |||||||||||||||||
Continental Europe | 466 | 453 | 428 | |||||||||||||||||
Asia/Pacific | 253 | 261 | 280 | |||||||||||||||||
Canada | 89 | 85 | 90 | |||||||||||||||||
Other | 96 | 107 | 117 | |||||||||||||||||
Subtotal - International | 1,075 | 1,076 | 1,097 | |||||||||||||||||
Total | $ | 2,808 | $ | 2,761 | $ | 2,809 | ||||||||||||||
Company's Property and Equipment by Geographic Location | The Company’s property and equipment by geographic location follows (in millions): | |||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2013 | 2014 | |||||||||||||||||||
United States | $ | 92 | $ | 99 | ||||||||||||||||
International: | ||||||||||||||||||||
United Kingdom | 16 | 16 | ||||||||||||||||||
Continental Europe | 17 | 15 | ||||||||||||||||||
Canada | 1 | - | ||||||||||||||||||
Asia/Pacific | 23 | 19 | ||||||||||||||||||
Other | 3 | 3 | ||||||||||||||||||
Total | $ | 152 | $ | 152 | ||||||||||||||||
Commitments_Contingencies_and_1
Commitments, Contingencies and Guarantees (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments And Contingencies Disclosure [Abstract] | ||||||||
Future Minimum Rentals Under Operating Leases | Future minimum rentals and sublease income under operating leases with initial or remaining non-cancelable lease terms in excess of one year for continuing operations at December 31, 2014 follow (in millions): | |||||||
Future minimum rentals | Future minimum sublease rental income | |||||||
2015 | $ | 62 | $ | 5 | ||||
2016 | 56 | 5 | ||||||
2017 | 45 | 5 | ||||||
2018 | 33 | 4 | ||||||
2019 | 14 | - | ||||||
Thereafter | 21 | - | ||||||
$ | 231 | $ | 19 | |||||
Quarterly_Financial_Data_unaud1
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||
Quarterly Financial Data | First | Second | Third | Fourth | |||||||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Revenue | $ | 639 | $ | 672 | $ | 678 | $ | 772 | |||||||||||||||||
Gross profit (excluding items described in Note 1) (1) | 372 | 414 | 427 | 503 | |||||||||||||||||||||
Income (loss) before income taxes (SCC) | (52 | ) | 10 | -2 | 29 | (2) (3) | 84 | -2 | |||||||||||||||||
Income (loss) before income taxes (SunGard and SCCII) | (52 | ) | 10 | -2 | 29 | (2) (3) | 85 | -2 | |||||||||||||||||
Income (loss) from continuing operations (SCC) | (35 | ) | 5 | -2 | 22 | (2) (3) | 53 | -2 | |||||||||||||||||
Income (loss) from continuing operations (SunGard and SCCII) | (35 | ) | 5 | -2 | 22 | (2) (3) | 54 | -2 | |||||||||||||||||
Income (loss) from discontinued operations | (12 | ) | 10 | 1 | 18 | ||||||||||||||||||||
Net income (loss) (SCC) | (47 | ) | 15 | -2 | 23 | (2) (3) | 71 | -2 | |||||||||||||||||
Net income (loss) (SunGard and SCCII) | (47 | ) | 15 | -2 | 23 | (2) (3) | 72 | -2 | |||||||||||||||||
Net income (loss) attributable to SCC | (72 | ) | (32 | ) | -2 | (26 | ) | (2) (3) | 23 | -2 | |||||||||||||||
2014 | |||||||||||||||||||||||||
Revenue | $ | 653 | $ | 673 | $ | 691 | $ | 792 | |||||||||||||||||
Gross profit (excluding items described in Note 1) (1) | 384 | 400 | 411 | 516 | |||||||||||||||||||||
Income (loss) before income taxes (SCC and SCCII) | (424 | ) | -4 | 5 | 22 | -5 | 132 | ||||||||||||||||||
Income (loss) before income taxes (SunGard) | (424 | ) | -4 | 5 | 22 | -5 | 133 | ||||||||||||||||||
Income (loss) from continuing operations (SCC and SCCII) | (323 | ) | -4 | 3 | 11 | -5 | 101 | ||||||||||||||||||
Income (loss) from continuing operations (SunGard) | (323 | ) | -4 | 3 | 11 | -5 | 102 | ||||||||||||||||||
Income (loss) from discontinued operations (SCC and SCCII) | (17 | ) | - | - | 3 | ||||||||||||||||||||
Income (loss) from discontinued operations (SunGard) | (17 | ) | - | - | - | ||||||||||||||||||||
Net income (loss) (SCC and SCCII) | (340 | ) | -4 | 3 | 11 | -5 | 104 | ||||||||||||||||||
Net income (loss) (SunGard) | (340 | ) | -4 | 3 | 11 | -5 | 102 | ||||||||||||||||||
Net income (loss) attributable to SCC | (390 | ) | -4 | (37 | ) | (31 | ) | -5 | 62 | ||||||||||||||||
-1 | Gross profit equals revenue less cost of sales and direct operating expenses. | ||||||||||||||||||||||||
-2 | During the second quarter of 2013, the Company completed a review of its accounting practices related to vacation pay obligations. In countries where the vacation policy stipulated that vacation days earned in the current year must be used in that same year, the Company adjusted its quarterly estimate of accrued vacation costs to better match expense recognition with amounts payable to employees when leaving the Company. The impact of the change in estimate was an aggregate decrease to costs and expenses of $10 million in the quarter ended June 30, 2013. The impact of this change was negligible for the full year since the balance would have naturally reversed, with a substantial majority of that reversal occurring during the fourth quarter. | ||||||||||||||||||||||||
-3 | SunGard received approximately $12 million in proceeds related to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to an FS customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which now has been recognized, and a termination charge related to the customer contract. | ||||||||||||||||||||||||
-4 | Includes a $339 million impairment charge of the trade name asset (see Note 1 of Notes to Consolidated Financial Statements) and a $61 million loss on extinguishment of debt (see Note 5 of Notes to Consolidated Financial Statements). | ||||||||||||||||||||||||
-5 | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | ||||||||||||||||||||||||
Summary of Amounts as Originally Reported and as Revised for each of SCC, SCCII and SunGard | The following table presents the amounts as originally reported and as revised for each of SCC, SCCII and SunGard (in millions): | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | Nine Months Ended | |||||||||||||||||||||||
March 31, 2014 | June 30, 2014 | September 30, 2014 | |||||||||||||||||||||||
As | As | As | As | As | As | ||||||||||||||||||||
reported | revised | reported | revised | reported | revised | ||||||||||||||||||||
Other Comprehensive Income (Loss) | $ | (57 | ) | $ | 25 | $ | (63 | ) | $ | 19 | $ | (110 | ) | $ | (35 | ) | |||||||||
Comprehensive Income (Loss) | (397 | ) | (315 | ) | (400 | ) | (318 | ) | (436 | ) | (361 | ) | |||||||||||||
Comprehensive Income (Loss) attributable to SunGard Capital Corp. (SCC only) | (447 | ) | (365 | ) | (490 | ) | (408 | ) | (568 | ) | (493 | ) | |||||||||||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||||||||||||
Supplemental Cash Flow Information | Supplemental cash flow information for 2012, 2013 and 2014 follows (in millions): | |||||||||||
Year ended December 31, | ||||||||||||
Supplemental information: | 2012 | 2013 | 2014 | |||||||||
Acquired businesses: | ||||||||||||
Property and equipment | $ | - | $ | - | $ | - | ||||||
Software products | 12 | 1 | 3 | |||||||||
Customer base | 12 | - | 1 | |||||||||
Goodwill | 28 | 1 | - | |||||||||
Other assets | 1 | - | - | |||||||||
Deferred income taxes | (3 | ) | - | - | ||||||||
Purchase price obligations and debt assumed | 1 | - | - | |||||||||
Net current assets (liabilities) assumed | (11 | ) | - | - | ||||||||
Cash paid for acquired businesses, net of cash acquired of $2 million and $- million and $- million, respectively | $ | 40 | $ | 2 | $ | 4 | ||||||
Supplemental_Guarantor_Condens1
Supplemental Guarantor Condensed Consolidating Financial Statements (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||||||
Supplemental Condensed Consolidating Balance Sheet | Supplemental Condensed Consolidating Balance Sheet | |||||||||||||||||||||||
(in millions) | 31-Dec-13 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries (c) | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 403 | $ | 4 | $ | 268 | $ | - | $ | 675 | ||||||||||||||
Intercompany balances | - | 3,078 | 715 | (3,793 | ) | - | ||||||||||||||||||
Trade receivables, net | 7 | 399 | (a) | 251 | - | 657 | ||||||||||||||||||
Prepaid expenses, taxes and other current assets | 1,455 | (b) | 39 | 46 | (1,417 | ) | (b) | 123 | ||||||||||||||||
Assets of discontinued operations | 18 | 1,719 | 790 | (11 | ) | 2,516 | ||||||||||||||||||
Total current assets | 1,883 | 5,239 | 2,070 | (5,221 | ) | 3,971 | ||||||||||||||||||
Property and equipment, net | - | 88 | 64 | - | 152 | |||||||||||||||||||
Intangible assets, net | 105 | 1,427 | 291 | - | 1,823 | |||||||||||||||||||
Deferred income taxes | 30 | - | - | (30 | ) | - | ||||||||||||||||||
Intercompany balances | 220 | 5 | 98 | (323 | ) | - | ||||||||||||||||||
Goodwill | - | 3,097 | 731 | - | 3,828 | |||||||||||||||||||
Investment in subsidiaries | 8,826 | 2,081 | - | (10,907 | ) | - | ||||||||||||||||||
Total Assets | $ | 11,064 | $ | 11,937 | $ | 3,254 | $ | (16,481 | ) | $ | 9,774 | |||||||||||||
Liabilities and Stockholder's Equity | ||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||
Short-term and current portion of long-term debt | $ | 286 | $ | - | $ | 4 | $ | - | $ | 290 | ||||||||||||||
Intercompany balances | 3,793 | - | - | (3,793 | ) | - | ||||||||||||||||||
Accounts payable and other current liabilities | 71 | 1,917 | (b) | 438 | (1,417 | ) | (b) | 1,009 | ||||||||||||||||
Liabilities of discontinued operations | - | 565 | 245 | (11 | ) | 799 | ||||||||||||||||||
Total current liabilities | 4,150 | 2,482 | 687 | (5,221 | ) | 2,098 | ||||||||||||||||||
Long-term debt | 5,894 | - | 200 | - | 6,094 | |||||||||||||||||||
Intercompany debt | 103 | - | 220 | (323 | ) | - | ||||||||||||||||||
Deferred and other income taxes | 96 | 622 | 51 | (30 | ) | 739 | ||||||||||||||||||
Other liabilities | - | 7 | 15 | - | 22 | |||||||||||||||||||
Total liabilities | 10,243 | 3,111 | 1,173 | (5,574 | ) | 8,953 | ||||||||||||||||||
Total stockholder's equity | 821 | 8,826 | 2,081 | (10,907 | ) | 821 | ||||||||||||||||||
Total Liabilities and Stockholder's Equity | $ | 11,064 | $ | 11,937 | $ | 3,254 | $ | (16,481 | ) | $ | 9,774 | |||||||||||||
(a) | This balance is primarily comprised of a receivable from the Company’s Accounts Receivable Financing subsidiary, which is a non-Guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $200 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. | |||||||||||||||||||||||
(b) | The Company pushes down tax liabilities associated with the consolidated and combined filings in U.S. federal, state and local jursidictions from the Parent Company to its Gurantor Subsidiaries. As these intercompany balances have not been historically settled, this entry eliminates the accumulated Parent Company income tax receivable balance with Gurantor Subisidiaries’ income tax liability balance. | |||||||||||||||||||||||
(c) | The Supplemental Condensed Consolidating Balance Sheet for the Guarantor Subsidiaries for December 31, 2013 has been revised to present investment in subsidiaries related to discontinued operations within the investment in subsidiary caption. The portion of the Guarantor’s investment in subsidiary which related to discontinued operations had previously been presented separately in the assets of discontinued operations caption. While these revisions have no impact on the previously reported total assets of the Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Guarantor Subsidiaries, assets of discontinued operations changed from $1,810 million to $1,719 million; total current assets changed from $5,330 million to $5,239 million; and investment in subsidiaries changed from $1,990 million to $2,081 million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Balance Sheet for any period. | |||||||||||||||||||||||
Supplemental Condensed Consolidating Balance Sheet | ||||||||||||||||||||||||
(in millions) | 31-Dec-14 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||
Cash and cash equivalents | $ | 202 | $ | 1 | $ | 244 | $ | - | $ | 447 | ||||||||||||||
Intercompany balances | - | 3,049 | 500 | (3,549 | ) | - | ||||||||||||||||||
Trade receivables, net | 1 | 446 | (a) | 239 | - | 686 | ||||||||||||||||||
Prepaid expenses, taxes and other current assets | 32 | (b) | 43 | 39 | (2 | ) | (b) | 112 | ||||||||||||||||
Total current assets | 235 | 3,539 | 1,022 | (3,551 | ) | 1,245 | ||||||||||||||||||
Property and equipment, net | - | 94 | 58 | - | 152 | |||||||||||||||||||
Intangible assets, net | 68 | 348 | 262 | - | 678 | |||||||||||||||||||
Trade name | - | 672 | - | - | 672 | |||||||||||||||||||
Deferred income taxes | 69 | - | - | (69 | ) | - | ||||||||||||||||||
Intercompany balances | 194 | 8 | 154 | (356 | ) | - | ||||||||||||||||||
Goodwill | - | 3,099 | 661 | - | 3,760 | |||||||||||||||||||
Investment in subsidiaries | 8,039 | 1,366 | - | (9,405 | ) | - | ||||||||||||||||||
Total Assets | $ | 8,605 | $ | 9,126 | $ | 2,157 | $ | (13,381 | ) | $ | 6,507 | |||||||||||||
Liabilities and Stockholder's Equity | ||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||
Short-term and current portion of long-term debt | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Intercompany balances | 3,549 | - | - | (3,549 | ) | - | ||||||||||||||||||
Accounts payable and other current liabilities | 59 | 510 | (b) | 427 | (2 | ) | (b) | 994 | ||||||||||||||||
Total current liabilities | 3,608 | 510 | 427 | (3,551 | ) | 994 | ||||||||||||||||||
Long-term debt | 4,529 | - | 140 | - | 4,669 | |||||||||||||||||||
Intercompany debt | 162 | - | 194 | (356 | ) | - | ||||||||||||||||||
Deferred and other income taxes | 101 | 559 | 17 | (69 | ) | 608 | ||||||||||||||||||
Other liabilities | - | 18 | 13 | - | 31 | |||||||||||||||||||
Total liabilities | 8,400 | 1,087 | 791 | (3,976 | ) | 6,302 | ||||||||||||||||||
Total stockholder's equity | 205 | 8,039 | 1,366 | (9,405 | ) | 205 | ||||||||||||||||||
Total Liabilities and Stockholder's Equity | $ | 8,605 | $ | 9,126 | $ | 2,157 | $ | (13,381 | ) | $ | 6,507 | |||||||||||||
(a) | This balance is primarily comprised of a receivable from the Company’s Accounts Receivable Financing subsidiary, which is a non-Guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. | |||||||||||||||||||||||
(b) | The Company pushed down tax liabilities associated with the consolidated and combined filings in U.S. federal, state, and local jurisdictions. During the first quarter of 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. | |||||||||||||||||||||||
Supplemental Condensed Consolidating Schedule of Comprehensive Income | Supplemental Condensed Consolidating Schedule of Comprehensive Income | |||||||||||||||||||||||
(in millions) | Year Ended December 31, 2012 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Total revenue | $ | - | $ | 1,936 | $ | 1,256 | $ | (384 | ) | $ | 2,808 | |||||||||||||
Costs and expenses: | ||||||||||||||||||||||||
Cost of sales and administrative expenses | 69 | 1,430 | 1,032 | (384 | ) | 2,147 | ||||||||||||||||||
Depreciation and amortization | - | 63 | 33 | - | 96 | |||||||||||||||||||
Amortization of acquisition-related intangible assets | 1 | 165 | 51 | - | 217 | |||||||||||||||||||
Total costs and expenses | 70 | 1,658 | 1,116 | (384 | ) | 2,460 | ||||||||||||||||||
Operating income (loss) | (70 | ) | 278 | 140 | - | 348 | ||||||||||||||||||
Net interest income (expense) | (331 | ) | - | (28 | ) | - | (359 | ) | ||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 71 | 132 | - | (203 | ) | - | ||||||||||||||||||
Other income (expense) | (82 | ) | (1 | ) | 2 | - | (81 | ) | ||||||||||||||||
Income (loss) from continuing operations before income taxes | (412 | ) | 409 | 114 | (203 | ) | (92 | ) | ||||||||||||||||
Benefit from (provision for) income taxes | 156 | (96 | ) | (11 | ) | - | 49 | |||||||||||||||||
Income (loss) from continuing operations | (256 | ) | 313 | 103 | (203 | ) | (43 | ) | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | 190 | (242 | ) | 29 | - | (23 | ) | |||||||||||||||||
Net income (loss) | $ | (66 | ) | $ | 71 | $ | 132 | $ | (203 | ) | $ | (66 | ) | |||||||||||
Comprehensive income (loss) | $ | (23 | ) | $ | 100 | $ | 157 | $ | (257 | ) | $ | (23 | ) | |||||||||||
Supplemental Condensed Consolidating Schedule of Comprehensive Income | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2013 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Total revenue | $ | - | $ | 1,908 | $ | 1,258 | $ | (405 | ) | $ | 2,761 | |||||||||||||
Costs and expenses: | ||||||||||||||||||||||||
Cost of sales and administrative expenses | 77 | 1,401 | 997 | (405 | ) | 2,070 | ||||||||||||||||||
Depreciation and amortization | - | 67 | 37 | - | 104 | |||||||||||||||||||
Amortization of acquisition-related intangible assets | 1 | 134 | 47 | - | 182 | |||||||||||||||||||
Total costs and expenses | 78 | 1,602 | 1,081 | (405 | ) | 2,356 | ||||||||||||||||||
Operating income (loss) | (78 | ) | 306 | 177 | - | 405 | ||||||||||||||||||
Net interest income (expense) | (300 | ) | - | (25 | ) | - | (325 | ) | ||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 376 | 149 | - | (525 | ) | - | ||||||||||||||||||
Other income (expense) | (6 | ) | - | (2 | ) | - | (8 | ) | ||||||||||||||||
Income (loss) from continuing operations before income taxes | (8 | ) | 455 | 150 | (525 | ) | 72 | |||||||||||||||||
Benefit from (provision for) income taxes | 120 | (96 | ) | (50 | ) | - | (26 | ) | ||||||||||||||||
Income (loss) from continuing operations | 112 | 359 | 100 | (525 | ) | 46 | ||||||||||||||||||
Income (loss) from discontinued operations, net of tax | (49 | ) | 17 | 49 | - | 17 | ||||||||||||||||||
Net income (loss) | $ | 63 | $ | 376 | $ | 149 | $ | (525 | ) | $ | 63 | |||||||||||||
Comprehensive income (loss) | $ | 82 | $ | 386 | $ | 163 | $ | (549 | ) | $ | 82 | |||||||||||||
Supplemental Condensed Consolidating Schedule of Comprehensive Income | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2014 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Total revenue | $ | - | $ | 2,000 | $ | 1,265 | $ | (456 | ) | $ | 2,809 | |||||||||||||
Costs and expenses: | ||||||||||||||||||||||||
Cost of sales and administrative expenses | 85 | 1,491 | 1,020 | (456 | ) | 2,140 | ||||||||||||||||||
Depreciation and amortization | 0 | 66 | 41 | 0 | 107 | |||||||||||||||||||
Amortization of acquisition-related intangible assets | 0 | 92 | 44 | 0 | 136 | |||||||||||||||||||
Trade name impairment charge | 0 | 339 | 0 | 0 | 339 | |||||||||||||||||||
Total costs and expenses | 85 | 1,988 | 1,105 | (456 | ) | 2,722 | ||||||||||||||||||
Operating income (loss) | (85 | ) | 12 | 160 | 0 | 87 | ||||||||||||||||||
Net interest income (expense) | (272 | ) | (1 | ) | (17 | ) | 0 | (290 | ) | |||||||||||||||
Loss on extinguishment of debt | (61 | ) | 0 | 0 | 0 | (61 | ) | |||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 96 | 100 | 0 | (196 | ) | 0 | ||||||||||||||||||
Other income (expense) | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||
Income (loss) from continuing operations before income taxes | (322 | ) | 111 | 143 | (196 | ) | (264 | ) | ||||||||||||||||
Benefit from (provision for) income taxes | 126 | - | (22 | ) | (47 | ) | 0 | 57 | ||||||||||||||||
Income (loss) from continuing operations | (196 | ) | 89 | 96 | (196 | ) | (207 | ) | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | (28 | ) | - | 7 | - | 4 | - | 0 | (17 | ) | ||||||||||||||
Net income (loss) | $ | (224 | ) | $ | 96 | $ | 100 | $ | (196 | ) | $ | (224 | ) | |||||||||||
Comprehensive income (loss) | $ | (297 | ) | $ | 47 | $ | 48 | $ | -95 | $ | -297 | |||||||||||||
As previously discussed, all of the previously-issued interim financial statements included in Quarterly Reports on Form 10-Q for 2014 included an error in the Statements of Comprehensive Income (Loss) related to the elimination of the cumulative foreign currency translation loss associated with the AS businesses that were split-off on March 31, 2014. The elimination of the cumulative foreign currency translation loss was reflected in the Supplemental Condensed Consolidating Schedule of Comprehensive Income. However, the presentation of this item was not appropriate since it relates to the distribution of the AS businesses to our owners and should have been excluded from Other Comprehensive Income according to GAAP. Management does not believe the error is material to any of the previously-issued financial statements. The table below shows the impact of the correction of this error for each period. These revisions will also be reflected in the Company’s 2015 quarterly filings. | ||||||||||||||||||||||||
Three Months Ended | Six Months Ended | Nine Months Ended | ||||||||||||||||||||||
31-Mar-14 | 30-Jun-14 | 30-Sep-14 | ||||||||||||||||||||||
As | As | As | As | As | As | |||||||||||||||||||
originally | revised | originally | revised | originally | revised | |||||||||||||||||||
reported | reported | reported | ||||||||||||||||||||||
Comprehensive Income- Parent | $ | (397 | ) | $ | (315 | ) | $ | (400 | ) | $ | (318 | ) | $ | (436 | ) | $ | (361 | ) | ||||||
Comprehensive Income- Guarantor | (259 | ) | (226 | ) | (191 | ) | (158 | ) | (151 | ) | (118 | ) | ||||||||||||
Comprehensive Income- Non-Guarantor | (23 | ) | 26 | 9 | 58 | (26 | ) | 23 | ||||||||||||||||
Comprehensive Income- Eliminations | 282 | 200 | 182 | 100 | 177 | 95 | ||||||||||||||||||
Supplemental Condensed Consolidating Schedule of Cash Flows | Supplemental Condensed Consolidating Schedule of Cash Flows | |||||||||||||||||||||||
(in millions) | Year Ended December 31, 2012 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||||||||
Net income (loss) | $ | (66 | ) | $ | 71 | $ | 132 | $ | (203 | ) | $ | (66 | ) | |||||||||||
Income (loss) from discontinued operations | 190 | (242 | ) | 29 | - | (23 | ) | |||||||||||||||||
Income (loss) from continuing operations | (256 | ) | 313 | 103 | (203 | ) | (43 | ) | ||||||||||||||||
Non cash adjustments | 61 | 77 | 65 | 203 | 406 | |||||||||||||||||||
Changes in operating assets and liabilities | (192 | ) | 122 | (6 | ) | - | (76 | ) | ||||||||||||||||
Cash flow from (used in) continuing operations | (387 | ) | 512 | 162 | - | 287 | ||||||||||||||||||
Cash flow from (used in) discontinued operations | (476 | ) | 321 | 112 | - | (43 | ) | |||||||||||||||||
Cash flow (from (used in) operations (b) (c) | (863 | ) | 833 | 274 | - | 244 | ||||||||||||||||||
Investment activities: | ||||||||||||||||||||||||
Intercompany transactions (a) | 2,432 | (373 | ) | (288 | ) | (1,771 | ) | - | ||||||||||||||||
Cash paid for property and equipment and software | - | (31 | ) | (9 | ) | - | (40 | ) | ||||||||||||||||
Cash paid for property and equipment and software | - | (67 | ) | (30 | ) | - | (97 | ) | ||||||||||||||||
Other investing activities | (1 | ) | 1 | 1 | - | 1 | ||||||||||||||||||
Cash provided by (used in) continuing operations | 2,431 | (470 | ) | (326 | ) | (1,771 | ) | (136 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | 208 | 1,422 | (33 | ) | - | 1,597 | ||||||||||||||||||
Cash provided by (used in) investment activities | 2,639 | 952 | (359 | ) | (1,771 | ) | 1,461 | |||||||||||||||||
Financing activities: | ||||||||||||||||||||||||
Intercompany dividends of HE sale proceeds | - | (1,771 | ) | - | 1,771 | - | ||||||||||||||||||
Net repayments of long-term debt | (1,277 | ) | (1 | ) | 50 | - | (1,228 | ) | ||||||||||||||||
Premium paid to retire debt | (48 | ) | - | - | - | (48 | ) | |||||||||||||||||
Dividends paid | (724 | ) | - | - | - | (724 | ) | |||||||||||||||||
Other financing activities | (36 | ) | - | - | - | (36 | ) | |||||||||||||||||
Cash provided by (used in) continuing operations | (2,085 | ) | (1,772 | ) | 50 | 1,771 | (2,036 | ) | ||||||||||||||||
Cash provided by (used in) discontinued operations | - | (1 | ) | (2 | ) | - | (3 | ) | ||||||||||||||||
Cash provided by (used in) financing activities | (2,085 | ) | (1,773 | ) | 48 | 1,771 | (2,039 | ) | ||||||||||||||||
Effect of exchange rate changes on cash | - | - | 7 | - | 7 | |||||||||||||||||||
Increase (decrease) in cash and cash equivalents | (309 | ) | 12 | (30 | ) | - | (327 | ) | ||||||||||||||||
Beginning cash and cash equivalents (d) | 529 | (15 | ) | 359 | - | 873 | ||||||||||||||||||
Ending cash and cash equivalents (d) | $ | 220 | $ | (3 | ) | $ | 329 | $ | - | $ | 546 | |||||||||||||
(a) | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital, including the cash dividend of $1.8 billion from Guarantor Subsidiaries to Parent in connection with the sale of our Higher Education business. Additionally, during 2012, the company settled $2.5 billion of inter-company balances through a series of non-cash dividend and return of capital transactions. These settlements reduced inter-company payable or receivable balances between Parent Company and Guarantor Subsidiaries, with a related increase or decrease in investment in subsidiary or equity accounts and, therefore, these transactions are not reflected in the Supplemental Condensed Consolidating Schedule of Cash Flows presented above. | |||||||||||||||||||||||
(b) | The Supplemental Condensed Consolidating Schedule of Cash Flows for the year ended December 31, 2012 has been revised to correct the presentation of taxes paid and related intercompany transactions for the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries. While these revisions had no impact on the previously reported total cash flows of the Parent Company, Guarantor Subsidiaries or Non-Guarantor Subsidiaries, the corrections resulted in the following changes to previously reported amounts: For the Parent Company, cash flow from (used in) operations changed from $(881) million to $(863) million and cash provided by (used in) investment activities changed from $2,657 million to $2,639 million. For the Guarantor Subsidiaries, cash flow from (used in) operations changed from $847 million to $833 million and cash provided by (used in) investment activities changed from $938 million to $952 million. For the Non-Guarantor Subsidiaries, cash flow from (used in) operations changed from $278 million to $274 million and cash provided by (used in) investment activities changed from $(363) million to $(359) million. These revisions had no impact on the consolidated financial statements of the Company, the Supplemental Condensed Consolidating Balance Sheet, or the Supplemental Condensed Consolidating Schedule of Comprehensive Income. | |||||||||||||||||||||||
(c) | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2012, the Parent Company allocated approximately $191 million of tax liabilities to its Guarantor Subsidiaries. | |||||||||||||||||||||||
(d) | Includes cash of discontinued operations. | |||||||||||||||||||||||
Supplemental Condensed Consolidating Schedule of Cash Flows | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2013 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||||||||
Net income (loss) | $ | 63 | $ | 376 | $ | 149 | $ | (525 | ) | $ | 63 | |||||||||||||
Income (loss) from discontinued operations | (49 | ) | 17 | 49 | - | 17 | ||||||||||||||||||
Income (loss) from continuing operations | 112 | 359 | 100 | (525 | ) | 46 | ||||||||||||||||||
Non cash adjustments | (304 | ) | 39 | 84 | 525 | 344 | ||||||||||||||||||
Changes in operating assets and liabilities | (104 | ) | 121 | 15 | - | 32 | ||||||||||||||||||
Cash flow from (used in) continuing operations | (296 | ) | 519 | 199 | - | 422 | ||||||||||||||||||
Cash flow from (used in) discontinued operations | (97 | ) | 289 | 132 | - | 324 | ||||||||||||||||||
Cash flow from (used in) operations (b) | (393 | ) | 808 | 331 | - | 746 | ||||||||||||||||||
Investment activities: | ||||||||||||||||||||||||
Intercompany transactions (a) | 667 | (262 | ) | (53 | ) | (352 | ) | - | ||||||||||||||||
Cash paid for acquired businesses, net of cash acquired | - | (2 | ) | - | - | (2 | ) | |||||||||||||||||
Cash paid for property and equipment and software | - | (73 | ) | (38 | ) | - | (111 | ) | ||||||||||||||||
Other investing activities | - | - | 1 | - | 1 | |||||||||||||||||||
Cash provided by (used in) continuing operations | 667 | (337 | ) | (90 | ) | (352 | ) | (112 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | 183 | (289 | ) | (40 | ) | - | (146 | ) | ||||||||||||||||
Cash provided by (used in) investment activities | 850 | (626 | ) | (130 | ) | (352 | ) | (258 | ) | |||||||||||||||
Financing activities: | ||||||||||||||||||||||||
Intercompany dividends | - | (120 | ) | (120 | ) | 240 | - | |||||||||||||||||
Net repayments of long-term debt | (253 | ) | - | (51 | ) | - | (304 | ) | ||||||||||||||||
Dividends paid | (3 | ) | - | - | - | (3 | ) | |||||||||||||||||
Other financing activities | (18 | ) | - | - | - | (18 | ) | |||||||||||||||||
Cash provided by (used in) continuing operations | (274 | ) | (120 | ) | (171 | ) | 240 | (325 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | - | (57 | ) | (57 | ) | 112 | (2 | ) | ||||||||||||||||
Cash provided by (used in) financing activities | (274 | ) | (177 | ) | (228 | ) | 352 | (327 | ) | |||||||||||||||
Effect of exchange rate changes on cash | - | - | (1 | ) | - | (1 | ) | |||||||||||||||||
Increase (decrease) in cash and cash equivalents | 183 | 5 | (28 | ) | - | 160 | ||||||||||||||||||
Beginning cash and cash equivalents (c) | 220 | (3 | ) | 329 | - | 546 | ||||||||||||||||||
Ending cash and cash equivalents (c) | $ | 403 | $ | 2 | $ | 301 | $ | - | $ | 706 | ||||||||||||||
(a) | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital. | |||||||||||||||||||||||
(b) | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2013, the Parent Company allocated approximately $164 million of tax liabilities to its Guarantor Subsidiaries | |||||||||||||||||||||||
(c) | Includes cash of discontinued operations. | |||||||||||||||||||||||
Supplemental Condensed Consolidating Schedule of Cash Flows | ||||||||||||||||||||||||
(in millions) | Year Ended December 31, 2014 | |||||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||||||||
Net income (loss) | $ | (224 | ) | $ | 96 | $ | 100 | $ | (196 | ) | $ | (224 | ) | |||||||||||
Income (loss) from discontinued operations | (28 | ) | 7 | 4 | - | (17 | ) | |||||||||||||||||
Income (loss) from continuing operations | (196 | ) | 89 | 96 | (196 | ) | (207 | ) | ||||||||||||||||
Non cash adjustments | 19 | 302 | 81 | 196 | 598 | |||||||||||||||||||
Changes in operating assets and liabilities | (124 | ) | 85 | (20 | ) | - | (59 | ) | ||||||||||||||||
Cash flow from (used in) continuing operations | (301 | ) | 476 | 157 | - | 332 | ||||||||||||||||||
Cash flow from (used in) discontinued operations | (44 | ) | 52 | 25 | - | 33 | ||||||||||||||||||
Cash flow from (used in) operations (a) | (345 | ) | 528 | 182 | - | 365 | ||||||||||||||||||
Investment activities: | ||||||||||||||||||||||||
Intercompany transactions (c) | 396 | (249 | ) | 5 | (152 | ) | - | |||||||||||||||||
Cash paid for acquired businesses, net of cash acquired | - | (4 | ) | - | - | (4 | ) | |||||||||||||||||
Cash paid for property and equipment and software | (2 | ) | (89 | ) | (52 | ) | - | (143 | ) | |||||||||||||||
Other investing activities | - | - | - | - | - | |||||||||||||||||||
Cash provided by (used in) continuing operations | 394 | (342 | ) | (47 | ) | (152 | ) | (147 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | 1,041 | (41 | ) | (993 | ) | - | 7 | |||||||||||||||||
Cash provided by (used in) investment activities | 1,435 | (383 | ) | (1,040 | ) | (152 | ) | (140 | ) | |||||||||||||||
Financing activities: | ||||||||||||||||||||||||
Intercompany dividends | - | (66 | ) | (66 | ) | 132 | - | |||||||||||||||||
Intercompany debt borrowings (repayments) | - | - | -20 | 20 | - | |||||||||||||||||||
Net repayments of long-term debt | (1,269 | ) | - | (64) | - | (1,333 | ) | |||||||||||||||||
Other financing activities | (22 | ) | - | - | - | (22 | ) | |||||||||||||||||
Cash provided by (used in) continuing operations | (1,291 | ) | (66 | ) | (150 | ) | 152 | (1,355 | ) | |||||||||||||||
Cash provided by (used in) discontinued operations | - | (80 | ) | 967 | - | 887 | ||||||||||||||||||
Cash provided by (used in) financing activities | (1,291 | ) | (146 | ) | 817 | 152 | (468 | ) | ||||||||||||||||
Effect of exchange rate changes on cash | - | - | (16 | ) | - | (16 | ) | |||||||||||||||||
Increase (decrease) in cash and cash equivalents | (201 | ) | (1 | ) | (57 | ) | - | (259 | ) | |||||||||||||||
Beginning cash and cash equivalents (b) | 403 | 2 | 301 | - | 706 | |||||||||||||||||||
Ending cash and cash equivalents | $ | 202 | $ | 1 | $ | 244 | $ | - | $ | 447 | ||||||||||||||
(a) | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. | |||||||||||||||||||||||
During 2014, the Parent Company allocated approximately $145 million of tax liabilities to its Guarantor Subsidiaries. During the first quarter of 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. Therefore, these transactions are not reflected in the Condensed Consolidating Statement of Cash Flows presented above. | ||||||||||||||||||||||||
(b) | Includes cash of discontinued operations. | |||||||||||||||||||||||
(c) | In the fourth quarter of 2014, the Company went through a process to dissolver or merge eight legal entities. As a result, approximately $179 million of intercompany balances between the Parent and Non-Guarantor were settled through non-cash transactions. | |||||||||||||||||||||||
Basis_of_Presentation_and_Summ3
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | ||||
In Millions, unless otherwise specified | Jul. 01, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 01, 2014 | Jul. 01, 2012 |
Segment | Segment | |||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Number of reportable segments | 2 | |||||||
Decrease in total assets | $6,511 | $9,778 | ||||||
Decrease in total liabilities | 6,322 | 8,979 | ||||||
Property, plant and equipment, Depreciation methods | straight-line method | |||||||
Finite-lived intangible assets, amortization method | straight-line method | |||||||
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | |||||
Trade Name impairment loss for a percent change in the assumed royalty rate or discount rate | 339 | |||||||
Number of reporting units | 5 | |||||||
Goodwill | 3,760 | 3,828 | ||||||
Other long-term liabilities | 39 | 39 | ||||||
Recognized Income Tax Positions Percentage | 50.00% | |||||||
step zero test | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Fair value of reporting unit less that carrying value | 50.00% | |||||||
Step-one test | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Excess of the estimated fair value over carrying value | 25.00% | 20.00% | ||||||
Number of reporting units | 6 | |||||||
Step Two Test | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Goodwill Impairment Loss | 385 | |||||||
Trade Names | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Trade Name impairment loss for a percent change in the assumed royalty rate or discount rate | 339 | 339 | ||||||
Right-to-use asset | 8 | |||||||
Customer base | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 15 years | |||||||
Amortization of acquisition-related intangible assets | 58 | 61 | 63 | |||||
Availability Services | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Royalty-free period | 2 years | |||||||
Right-to-use asset | 8 | |||||||
Continuing Operations | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Depreciation and amortization of property and equipment | 55 | 63 | 62 | |||||
Goodwill | 3,760 | 3,828 | 3,812 | |||||
Discontinued Operations | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Excess of the estimated fair value over carrying value | 9.00% | |||||||
Goodwill | 527 | |||||||
Goodwill Impairment Loss | 385 | |||||||
Maximum | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Undelivered elements, fair value of maintenance as a percentage of software license fee | 20.00% | |||||||
Investments classified as cash and cash equivalent, original maturities | 3 months | |||||||
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, discount rates | 13.50% | |||||||
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, perpetual growth rates | 4.00% | |||||||
Maximum | Step Two Test | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, discount rates | 12.00% | |||||||
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, perpetual growth rates | 4.00% | |||||||
Maximum | Computer Software, Intangible Asset | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 12 years | |||||||
Maximum | Customer base | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 18 years | |||||||
Maximum | Noncompete Agreements | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 5 years | |||||||
Maximum | Equipment | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful lives | 8 years | |||||||
Maximum | Building and Building Improvements | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful lives | 40 years | |||||||
Maximum | Software and Software Development Costs | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 5 years | |||||||
Minimum | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Undelivered elements, fair value of maintenance as a percentage of software license fee | 18.00% | |||||||
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, discount rates | 9.00% | |||||||
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, perpetual growth rates | 1.50% | |||||||
Minimum | Step Two Test | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, discount rates | 10.00% | |||||||
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, perpetual growth rates | 3.00% | |||||||
Minimum | Computer Software, Intangible Asset | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 3 years | |||||||
Minimum | Customer base | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 3 years | |||||||
Minimum | Noncompete Agreements | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 3 years | |||||||
Minimum | Equipment | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful lives | 3 years | |||||||
Minimum | Building and Building Improvements | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property and equipment, estimated useful lives | 10 years | |||||||
Minimum | Software and Software Development Costs | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 3 years | |||||||
Weighted Average. | Computer Software, Intangible Asset | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 9 years | |||||||
Restatement Adjustment | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Decrease in total assets | -7 | |||||||
Decrease in total liabilities | -7 | |||||||
50 Basis Point Decrease in Assumed Royalty Rate | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Trade Name impairment loss for a percent change in the assumed royalty rate or discount rate | 123 | |||||||
50 Basis Point Increase in Discount Rate | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Trade Name impairment loss for a percent change in the assumed royalty rate or discount rate | 24 | |||||||
100 Basis Point Increase in Discount Rate | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Trade Name impairment loss for a percent change in the assumed royalty rate or discount rate | 59 | |||||||
SunGard Capital Corp | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Other long-term liabilities | 7 | 17 | ||||||
SpinCo | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Senior notes | 425 | 425 | ||||||
Proceeds from issuance of debt | 1,005 | |||||||
SunGard Capital Corp. II | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Decrease in total assets | 6,511 | 9,778 | ||||||
Decrease in total liabilities | 6,311 | 8,961 | ||||||
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | |||||
Trade Name impairment loss for a percent change in the assumed royalty rate or discount rate | 339 | |||||||
Goodwill | 3,760 | 3,828 | ||||||
Other long-term liabilities | $32 | $22 | ||||||
SunGard Capital Corp. II | SpinCo | ||||||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||||||
Ownership percentage | 100.00% |
Summary_of_Allowance_for_Doubt
Summary of Allowance for Doubtful Accounts Receivable (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | $67 | |
Additions charged to operations | 13 | |
Translation adjustments and other | -28 | |
Ending balance | 52 | |
Continuing operations | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | 17 | |
Additions charged to operations | 5 | [1] |
Ending balance | 22 | |
Discontinued operations | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | 6 | |
Additions charged to operations | 2 | |
Translation adjustments and other | -8 | [1] |
Allowance for Doubtful Accounts | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | 23 | |
Additions charged to operations | 7 | |
Translation adjustments and other | -8 | |
Ending balance | $22 | |
[1] | Translation adjustments and other for discontinued operations includes $7 million that was removed as a result of the AS Split-Off in 2014. |
Summary_of_Allowance_for_Doubt1
Summary of Allowance for Doubtful Accounts Receivable (Parenthetical) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Translation adjustments and other | ($28) | |
Allowance for Doubtful Accounts, Discontinued Operations | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Translation adjustments and other | -8 | [1] |
Allowance for Doubtful Accounts, Discontinued Operations | Split-Off | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Translation adjustments and other | $7 | |
[1] | Translation adjustments and other for discontinued operations includes $7 million that was removed as a result of the AS Split-Off in 2014. |
Summary_of_Amortization_of_All
Summary of Amortization of All Software Products (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
All Acquired and Purchased | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization of software products | $102 | $141 | $173 |
All Internally Developed | |||
Finite Lived Intangible Assets [Line Items] | |||
Amortization of software products | $27 | $19 | $11 |
Future_Amortization_of_Acquire
Future Amortization of Acquired Intangible Assets (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2015 | $84 |
2016 | 67 |
2017 | 59 |
2018 | 54 |
2019 | $46 |
Summary_of_Changes_in_the_Trad
Summary of Changes in the Trade Name (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2014 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Beginning Balance | $1,019 | $1,019 |
Trade name impairment | -339 | |
Ending Balance | 672 | |
Trade Names | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Beginning Balance | 1,019 | 1,019 |
Transfer limited "right to use" trade name asset to AS | -8 | |
Trade name impairment | -339 | -339 |
Ending Balance | $672 |
Goodwill_Impairment_Charge_Inc
Goodwill Impairment Charge Included in Discontinued Operations by Reporting Unit (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 01, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||||
Goodwill [Line Items] | ||||
Goodwill | $3,760 | $3,828 | ||
Discontinued Operations | ||||
Goodwill [Line Items] | ||||
Goodwill | 527 | |||
Discontinued Operations | Availability Services | ||||
Goodwill [Line Items] | ||||
Net Goodwill balance before impairment | 914 | |||
Impairment Charge | -385 | |||
Goodwill | $529 |
Changes_in_Goodwill_by_Reporta
Changes in Goodwill by Reportable Segment for Continuing Operations (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Line Items] | |||
Ending Balance | $3,760 | $3,828 | |
Continuing Operations | |||
Goodwill [Line Items] | |||
Beginning Balance | 4,045 | 4,029 | |
Adjustments related to the LBO and prior year acquisitions | -2 | -1 | |
Effect of foreign currency translation | -66 | 17 | |
Ending Balance | 3,977 | 4,045 | |
Beginning Balance | -217 | -217 | |
Ending Balance | -217 | -217 | |
Beginning Balance | 3,828 | 3,812 | |
Ending Balance | 3,760 | 3,828 | |
Continuing Operations | Financial Systems | |||
Goodwill [Line Items] | |||
Beginning Balance | 3,501 | 3,485 | |
Adjustments related to the LBO and prior year acquisitions | -2 | -1 | |
Effect of foreign currency translation | -66 | 17 | |
Ending Balance | 3,433 | 3,501 | |
Continuing Operations | Public Sector and Education Segments | |||
Goodwill [Line Items] | |||
Beginning Balance | 544 | ||
Ending Balance | 544 | 544 | 544 |
Beginning Balance | -217 | ||
Ending Balance | ($217) | ($217) | ($217) |
Functional_Expense_Areas_Detai
Functional Expense Areas (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cost of sales and direct operating (excluding items described in Note 1) | $1,098 | $1,045 | $1,082 |
Sales, marketing and administration | 667 | 634 | 643 |
Product development and maintenance | 376 | 392 | 422 |
Scenario, Previously Reported | |||
Cost of sales and direct operating (excluding items described in Note 1) | 1,706 | 1,712 | |
Sales, marketing and administration | 964 | 996 | |
Product development and maintenance | 366 | 380 | |
Total functional expenses | 3,036 | 3,088 | |
Impact Of Discontinued Operations | |||
Cost of sales and direct operating (excluding items described in Note 1) | -738 | -713 | |
Sales, marketing and administration | -223 | -223 | |
Product development and maintenance | -5 | -5 | |
Total functional expenses | -966 | -941 | |
Reclassification of IT and Facilities Costs | |||
Cost of sales and direct operating (excluding items described in Note 1) | 52 | 64 | |
Sales, marketing and administration | -98 | -122 | |
Product development and maintenance | 46 | 58 | |
Revised Presentation of Stock Compensation Expense | |||
Cost of sales and direct operating (excluding items described in Note 1) | 5 | 4 | |
Sales, marketing and administration | -10 | -8 | |
Product development and maintenance | 5 | 4 | |
Revised Presentation of Developer Time Spent on Professional Services Projects | |||
Cost of sales and direct operating (excluding items described in Note 1) | 20 | 15 | |
Product development and maintenance | -20 | -15 | |
SunGard Data Systems Inc. and SunGard Capital Corp. II | |||
Cost of sales and direct operating (excluding items described in Note 1) | 1,045 | 1,082 | |
Sales, marketing and administration | 633 | 643 | |
Product development and maintenance | 392 | 422 | |
Total functional expenses | $2,070 | $2,147 |
Acquisitions_and_Discontinued_
Acquisitions and Discontinued Operations - Additional Information (Details) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
In Millions, unless otherwise specified | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2012 | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
EUR (€) | USD ($) | USD ($) | USD ($) | Discontinued Operations | Discontinued Operations | Sun Gard's HE Business | Financial Systems | Financial Systems | Financial Systems | Financial Systems | Deferred Acquisition Costs | Deferred Acquisition Costs | |
Segment | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||
Segment | Segment | Segment | Segment | ||||||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||||||||
Number of business acquisitions | 1 | 1 | 2 | ||||||||||
Cash paid for acquired businesses, net of cash acquired | $4 | $2 | $40 | $4 | $1 | $39 | |||||||
Business acquisition, cash paid for deferred purchase price | 9 | 1 | 1 | ||||||||||
Contingent purchase price obligations | 6 | ||||||||||||
Contingent purchase price obligations, amount included in other long-term debt | 1 | ||||||||||||
Contingent consideration receivable | 2 | ||||||||||||
Number of businesses sold | 2 | ||||||||||||
Proceed from sale of subsidiary | 27 | ||||||||||||
Purchase price deferred period | 3 years | ||||||||||||
One FS subsidiary sold | 1 | ||||||||||||
Gain (loss) on disposal | 571 | 22 | 571 | ||||||||||
Income taxes paid, net of refunds | 400 | ||||||||||||
Benefit from income taxes | ($57) | $26 | ($49) | $3 |
Results_for_Discontinued_Opera
Results for Discontinued Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||
Interest expense, net | ($290) | ($325) | ($359) | ||||
Other income (expense) | -2 | 1 | |||||
Gain on sale of business | 571 | ||||||
Income (loss) from discontinued operations | 18 | 1 | 10 | -12 | -14 | 17 | -23 |
Discontinued Operations | |||||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||||
Revenue | 338 | 1,421 | 1,509 | ||||
Operating income (loss), excluding goodwill impairment | -25 | 71 | 106 | ||||
Goodwill impairment charge | -385 | ||||||
Operating income (loss) | -25 | 71 | -279 | ||||
Interest expense, net | -18 | -73 | -68 | ||||
Other income (expense) | 1 | -1 | |||||
Gain on sale of business | 22 | 571 | |||||
Income (loss) before income taxes | -21 | -1 | 223 | ||||
Benefit from (provision for) income taxes | 4 | 18 | -246 | ||||
Income (loss) from discontinued operations | ($17) | $17 | ($23) |
Assets_and_Liabilities_Related
Assets and Liabilities Related to Discontinued Operations (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | $31 | $11 | $41 |
Liabilities of discontinued operations | 799 | ||
Discontinued Operations | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Cash and cash equivalents | 31 | ||
Trade receivables, net | 227 | ||
Prepaid expenses and other current assets | 70 | ||
Property and equipment, net | 669 | ||
Other | 10 | ||
Goodwill | 735 | ||
Assets of discontinued operations | 2,516 | ||
Accounts payable | 47 | ||
Accrued compensation and benefits | 45 | ||
Other accrued expenses | 78 | ||
Deferred revenue | 260 | ||
Current portion of long-term debt | 2 | ||
Long-term debt | 5 | ||
Deferred income taxes | 282 | ||
Other long-term liabilities | 80 | ||
Liabilities of discontinued operations | 799 | ||
Discontinued Operations | Computer Software, Intangible Asset | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Intangible assets | 40 | ||
Discontinued Operations | Customer base | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Intangible assets | $734 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Property Plant And Equipment [Abstract] | ||
Computer and telecommunications equipment | $374 | $349 |
Leasehold improvements | 84 | 81 |
Office furniture and equipment | 67 | 68 |
Buildings and improvements | 26 | 21 |
Land | 2 | 2 |
Construction in progress | 13 | 7 |
Property and equipment - total cost | 566 | 528 |
Accumulated depreciation | -414 | -376 |
Property and equipment, net | $152 | $152 |
Debt_for_Continuing_Operations
Debt for Continuing Operations (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 17, 2012 | Mar. 02, 2012 | Nov. 30, 2010 |
In Millions, unless otherwise specified | |||||
Debt Instrument [Line Items] | |||||
Total debt | $4,669 | $6,384 | |||
Short-term borrowings and current portion of long-term debt | 290 | ||||
Long-term debt | 4,669 | 6,094 | |||
Tranche D | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 720 | ||||
Senior Secured Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 2,318 | 3,330 | |||
Senior Secured Credit Facility | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 880 | ||||
Senior Secured Credit Facility | Tranche A | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 7 | 908 | |||
Senior Secured Credit Facility | Tranche C | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 400 | 427 | |||
Senior Secured Credit Facility | Tranche D | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 713 | ||||
Senior Secured Credit Facility | Tranche E | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 1,918 | 2,183 | |||
Senior Secured Notes 4.875% due 2014 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | 250 | ||||
Senior Notes 7.375% due 2018 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | 511 | 900 | 900 | ||
Senior Notes 7.625% due 2020 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | 700 | 700 | 700 | ||
Senior Subordinated Notes 6.625% due 2019 | |||||
Debt Instrument [Line Items] | |||||
Senior notes | 1,000 | 1,000 | |||
Accounts Receivable Facilities | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 140 | 200 | |||
Accounts Receivable Facilities | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt agreement, outstanding amount | 50 | ||||
Debt and Capital Lease Obligations, Other | |||||
Debt Instrument [Line Items] | |||||
Other, primarily foreign bank debt and capital lease obligations | $4 |
Debt_for_Continuing_Operations1
Debt for Continuing Operations (Parenthetical) (Details) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2010 | Jan. 15, 2004 | |
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Debt instrument stated percentage | 3.67% | |||
Tranche C | ||||
Debt Instrument [Line Items] | ||||
Debt instrument stated percentage | 3.92% | |||
Tranche E | ||||
Debt Instrument [Line Items] | ||||
Debt instrument stated percentage | 4.00% | |||
Senior Secured Credit Facility | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Expiration Date | 8-Mar-18 | 8-Mar-18 | ||
Senior Secured Credit Facility | Tranche A | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Expiration Date | 28-Feb-14 | 28-Feb-14 | ||
Debt agreement, effective interest rate | 1.92% | |||
Senior Secured Credit Facility | Tranche C | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Expiration Date | 28-Feb-17 | 28-Feb-17 | ||
Debt agreement, effective interest rate | 4.44% | 4.41% | ||
Senior Secured Credit Facility | Tranche D | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Expiration Date | 31-Jan-20 | 31-Jan-20 | ||
Debt agreement, effective interest rate | 4.50% | |||
Senior Secured Credit Facility | Tranche E | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Expiration Date | 8-Mar-20 | 8-Mar-20 | ||
Debt agreement, effective interest rate | 4.31% | 4.10% | ||
Senior Secured Notes 4.875% due 2014 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument stated percentage | 4.88% | 4.88% | 4.88% | |
Senior Notes or Senior Subordinated Notes, due date | 2014 | 2014 | ||
Senior Notes 7.375% due 2018 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument stated percentage | 7.38% | 7.38% | 7.38% | |
Senior Notes or Senior Subordinated Notes, due date | 2018 | 2018 | 2018 | |
Senior Notes 7.625% due 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument stated percentage | 7.63% | 7.63% | 7.63% | |
Senior Notes or Senior Subordinated Notes, due date | 2020 | 2020 | 2020 | |
Senior Subordinated Notes 6.625% due 2019 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument stated percentage | 6.63% | 6.63% | ||
Senior Notes or Senior Subordinated Notes, due date | 2019 | 2019 | ||
Accounts Receivable Facilities | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Expiration Date | 19-Dec-17 | |||
Debt agreement, effective interest rate | 3.16% | 3.67% | ||
Debt instrument stated percentage | 3.16% | 3.67% |
Debt_and_Derivative_Instrument2
Debt and Derivative Instruments - Additional Information (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||
Jan. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 14-May-14 | Jan. 15, 2004 | Nov. 30, 2010 | Apr. 02, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Feb. 28, 2014 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 31, 2014 | Mar. 02, 2012 | Dec. 17, 2012 | |
Debt Instrument [Line Items] | ||||||||||||||||||
Credit Facility, maximum borrowing capacity | $275,000,000 | |||||||||||||||||
Cash received from borrowings, net of fees | -7,000,000 | 2,171,000,000 | 1,715,000,000 | |||||||||||||||
Cash used to repay debt | 1,326,000,000 | 2,475,000,000 | 2,943,000,000 | |||||||||||||||
Maximum indebtedness of split-off entity allowed by amendment to credit facility | 1,500,000,000 | |||||||||||||||||
Cash excluded from calculation of secured leverage ratio | 50,000,000 | |||||||||||||||||
Increase of Adjusted EBITDA for secured debt | 0.60x of Adjusted EBITDA | |||||||||||||||||
Line of credit, commitment fee | 1.13% | |||||||||||||||||
Net cash proceeds from sale of business | 1,220,000,000 | |||||||||||||||||
Loss on extinguishment of debt | 15,000,000 | -61,000,000 | -6,000,000 | -82,000,000 | ||||||||||||||
Interest rate swap, unrealized gain (loss) | -4,000,000 | 5,000,000 | 2,000,000 | |||||||||||||||
Interest rate swap, expected to be reclassified from other comprehensive income (loss) into earnings in the next 12 months | 8,000,000 | |||||||||||||||||
Percentage of each of the Guarantors owned by SunGard | 100.00% | |||||||||||||||||
Senior Notes retired | 389,000,000 | |||||||||||||||||
Senior Note, redemption price as a percentage of aggregate principal amount | 101.00% | |||||||||||||||||
SpinCo | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior Notes issued | 425,000,000 | 425,000,000 | ||||||||||||||||
Senior notes | 425,000,000 | 425,000,000 | ||||||||||||||||
Other Assets | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate swap, fair value | 1,000,000 | 4,000,000 | 4,000,000 | |||||||||||||||
Other Accrued Expenses | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate swap, fair value | 5,000,000 | |||||||||||||||||
One Month LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate received | 0.17% | |||||||||||||||||
Three Month LIBOR | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate received | 0.26% | |||||||||||||||||
AS term loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on extinguishment of debt | 36,000,000 | |||||||||||||||||
Proceeds from issuance of debt | 1,005,000,000 | |||||||||||||||||
Write-off of capitalized deferred financing fees | 25,000,000 | |||||||||||||||||
Senior Secured Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 2,318,000,000 | 3,330,000,000 | 3,330,000,000 | |||||||||||||||
Debt agreement, percentage of excess cash flow and other sources to repay debt | 50.00% | |||||||||||||||||
Senior Secured Credit Facility | Refinancing of Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of Credit Facility, outstanding balance | 880,000,000 | |||||||||||||||||
Credit Facility, maximum borrowing capacity | 850,000,000 | |||||||||||||||||
Accounts Receivable Facilities | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 140,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||
Variable interest rate over base rate | 3.00% | 3.50% | ||||||||||||||||
Credit Facility, maximum borrowing capacity | 200,000,000 | |||||||||||||||||
Line of Credit Facility, Expiration Date | 19-Dec-17 | |||||||||||||||||
Line of credit, commitment fee | 0.75% | |||||||||||||||||
Debt instrument stated percentage | 3.16% | 3.67% | 3.67% | |||||||||||||||
Debt agreement, effective interest rate | 3.16% | 3.67% | 3.67% | |||||||||||||||
Amount of accounts receivable secured borrowings under receivable facility | 364,000,000 | |||||||||||||||||
Accounts Receivable Facilities | Amendment | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of Credit Facility, Expiration Date | 14-May-19 | |||||||||||||||||
Accounts Receivable Facilities | LIBOR Floor Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable interest rate over base rate | 3.50% | |||||||||||||||||
Accounts Receivable Facilities | Base Rate Advances | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable interest rate over base rate | 2.50% | |||||||||||||||||
Accounts Receivable Facilities | Base Rate Advances | Amendment | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable interest rate over base rate | 2.00% | |||||||||||||||||
Accounts Receivable Facilities | London Interbank Offered Rate (LIBOR) | Amendment | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable interest rate over base rate | 3.00% | |||||||||||||||||
Senior Secured Notes 4.875% due 2014 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior Notes issued | 250,000,000 | |||||||||||||||||
Debt instrument stated percentage | 4.88% | 4.88% | 4.88% | 4.88% | ||||||||||||||
Senior Notes, due date | 2014-01 | |||||||||||||||||
Senior notes | 250,000,000 | 250,000,000 | ||||||||||||||||
Senior Notes or Senior Subordinated Notes, due date | 2014 | 2014 | ||||||||||||||||
Senior Notes 7.375% due 2018 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument stated percentage | 7.38% | 7.38% | 7.38% | 7.38% | ||||||||||||||
Senior notes | 511,000,000 | 900,000,000 | 900,000,000 | 900,000,000 | ||||||||||||||
Senior Notes or Senior Subordinated Notes, due date | 2018 | 2018 | 2018 | |||||||||||||||
Senior Notes 7.625% due 2020 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument stated percentage | 7.63% | 7.63% | 7.63% | 7.63% | ||||||||||||||
Senior notes | 700,000,000 | 700,000,000 | 700,000,000 | 700,000,000 | ||||||||||||||
Senior Notes or Senior Subordinated Notes, due date | 2020 | 2020 | 2020 | |||||||||||||||
Senior Notes 9.125% Due 2013 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Cash used to repay debt | 1,600,000,000 | |||||||||||||||||
Debt instrument stated percentage | 9.13% | |||||||||||||||||
Senior Notes 10.625% due 2015 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on extinguishment of debt | 37,000,000 | |||||||||||||||||
Debt instrument stated percentage | 10.63% | |||||||||||||||||
Senior Notes or Senior Subordinated Notes, due date | 2015 | |||||||||||||||||
Senior notes, redemption payment | 527,000,000 | |||||||||||||||||
Senior notes, face amount | 500,000,000 | |||||||||||||||||
Senior Notes 10.625% due 2015 | Early Debt Redemption Premium | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on extinguishment of debt | 27,000,000 | |||||||||||||||||
Senior Subordinated Notes 6.625% due 2019 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument stated percentage | 6.63% | 6.63% | 6.63% | |||||||||||||||
Senior notes | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||||||||||||
Senior Notes or Senior Subordinated Notes, due date | 2019 | 2019 | ||||||||||||||||
Senior Subordinated Notes 10.25% due 2015 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Senior Notes or Senior Subordinated Notes, due date | 2015 | |||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Line of credit facility | 600,000,000 | |||||||||||||||||
Available borrowing capacity | 592,000,000 | |||||||||||||||||
Outstanding letters of credit | 8,000,000 | |||||||||||||||||
Debt instrument stated percentage | 3.67% | |||||||||||||||||
Revolving Credit Facility | Before Modification | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Lines of Credit | 850,000,000 | |||||||||||||||||
Revolving Credit Facility | After Modification | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Lines of Credit | 600,000,000 | |||||||||||||||||
Revolving Credit Facility | Refinancing of Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | 8-Mar-18 | |||||||||||||||||
Revolving Credit Facility | Senior Secured Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 880,000,000 | |||||||||||||||||
Line of Credit Facility, Expiration Date | 8-Mar-18 | 8-Mar-18 | ||||||||||||||||
Revolving Credit Facility | Accounts Receivable Facilities | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 50,000,000 | 50,000,000 | ||||||||||||||||
Credit Facility, maximum borrowing capacity | 60,000,000 | 75,000,000 | ||||||||||||||||
Debt Not Impacting Availability Of Revolving Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Outstanding letters of credit | 4,000,000 | |||||||||||||||||
Tranche A | Senior Secured Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 7,000,000 | 7,000,000 | 908,000,000 | |||||||||||||||
Repayment of loan | 396,000,000 | 48,000,000 | 7,000,000 | |||||||||||||||
Line of Credit Facility, Expiration Date | 28-Feb-14 | 28-Feb-14 | ||||||||||||||||
Debt agreement, effective interest rate | 1.92% | 1.92% | ||||||||||||||||
Tranche A | Accounts Receivable Facilities | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayment of loan | 200,000,000 | |||||||||||||||||
Tranche C | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable interest rate over base rate | 3.75% | |||||||||||||||||
Repayment of loan | 27,000,000 | |||||||||||||||||
Debt instrument stated percentage | 3.92% | |||||||||||||||||
Tranche C | Refinancing of Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Cash used to repay debt | 481,000,000 | |||||||||||||||||
Tranche C | Senior Secured Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 400,000,000 | 427,000,000 | 427,000,000 | |||||||||||||||
Line of Credit Facility, Expiration Date | 28-Feb-17 | 28-Feb-17 | ||||||||||||||||
Debt agreement, effective interest rate | 4.44% | 4.41% | 4.41% | |||||||||||||||
Tranche D | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 720,000,000 | |||||||||||||||||
Variable interest rate over base rate | 3.50% | |||||||||||||||||
Line of Credit Facility, outstanding balance | 750,000,000 | |||||||||||||||||
Credit Facility, maximum borrowing capacity | 750,000,000 | |||||||||||||||||
Repayment of loan | 713,000,000 | |||||||||||||||||
Tranche D | LIBOR Floor Rate | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable interest rate over base rate | 1.00% | |||||||||||||||||
Tranche D | Senior Secured Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 713,000,000 | 713,000,000 | ||||||||||||||||
Line of Credit Facility, Expiration Date | 31-Jan-20 | 31-Jan-20 | ||||||||||||||||
Debt agreement, effective interest rate | 4.50% | 4.50% | ||||||||||||||||
Incremental Term Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayment of loan | 137,000,000 | |||||||||||||||||
Incremental Term Loan | Senior Secured Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayment of loan | 169,000,000 | |||||||||||||||||
Tranche E | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable interest rate over base rate | 3.00% | |||||||||||||||||
Repayment of loan | 265,000,000 | |||||||||||||||||
Debt instrument stated percentage | 4.00% | |||||||||||||||||
Tranche E | Refinancing of Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Cash received from borrowings, net of fees | 2,200,000,000 | |||||||||||||||||
Line of Credit Facility, Expiration Date | 8-Mar-20 | |||||||||||||||||
Tranche E | LIBOR Floor Rate | Refinancing of Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Variable interest rate over base rate | 1.00% | |||||||||||||||||
Tranche E | Senior Secured Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 1,918,000,000 | 2,183,000,000 | 2,183,000,000 | |||||||||||||||
Line of Credit Facility, Expiration Date | 8-Mar-20 | 8-Mar-20 | ||||||||||||||||
Debt agreement, effective interest rate | 4.31% | 4.10% | 4.10% | |||||||||||||||
Tranche B | Refinancing of Debt | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Cash used to repay debt | 1,719,000,000 | |||||||||||||||||
Tranche B | Senior Secured Credit Facility | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayment of loan | 689,000,000 | |||||||||||||||||
Tranche D and E | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Cash used to repay debt | 24,000,000 | |||||||||||||||||
Term Loan | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | 200,000,000 | |||||||||||||||||
Repayment of loan | 60,000,000 | |||||||||||||||||
Term Loan | Accounts Receivable Facilities | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt agreement, outstanding amount | $140,000,000 |
Credit_Agreement_and_Effective
Credit Agreement and Effective Interest Rates Adjusted for Swaps (Details) | Dec. 31, 2014 |
Revolving Credit Facility | |
Debt And Credit Agreements [Line Items] | |
Debt instrument stated percentage | 3.67% |
Tranche C | |
Debt And Credit Agreements [Line Items] | |
Debt instrument stated percentage | 3.92% |
Effective rate adjusted for swaps | 4.44% |
Tranche E | |
Debt And Credit Agreements [Line Items] | |
Debt instrument stated percentage | 4.00% |
Effective rate adjusted for swaps | 4.31% |
Interest_Rate_Swaps_Details
Interest Rate Swaps (Details) (Interest Rate Swap, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Derivative [Line Items] | |
Notional Amount | $900 |
Weighted-average Interest rate paid | 1.52% |
Derivative Instrument 1 | |
Derivative [Line Items] | |
Maturity | 2017-02 |
Notional Amount | 400 |
Weighted-average Interest rate paid | 0.69% |
Interest rate received (LIBOR) | 1 month |
Derivative Instrument 1 | Minimum | |
Derivative [Line Items] | |
Inception | 2012-08 |
Derivative Instrument 1 | Maximum | |
Derivative [Line Items] | |
Inception | 2012-09 |
Derivative Instrument 2 | |
Derivative [Line Items] | |
Inception | 2013-06 |
Maturity | 2019-06 |
Notional Amount | 100 |
Weighted-average Interest rate paid | 1.86% |
Interest rate received (LIBOR) | 3 months |
Derivative Instrument 3 | |
Derivative [Line Items] | |
Inception | 2013-09 |
Maturity | 2019-06 |
Notional Amount | 100 |
Weighted-average Interest rate paid | 2.26% |
Interest rate received (LIBOR) | 3 months |
Derivative Instrument 4 | |
Derivative [Line Items] | |
Maturity | 2020-03 |
Notional Amount | $300 |
Weighted-average Interest rate paid | 2.27% |
Interest rate received (LIBOR) | 3 months |
Derivative Instrument 4 | Minimum | |
Derivative [Line Items] | |
Inception | 2014-02 |
Derivative Instrument 4 | Maximum | |
Derivative [Line Items] | |
Inception | 2014-03 |
Contractual_Future_Maturities_
Contractual Future Maturities of Debt (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2017 | $400 |
2018 | 511 |
2019 | 1,140 |
Thereafter | 2,618 |
Total | $4,669 |
Unrealized_Gains_Losses_on_Der
Unrealized Gains Losses on Derivative Instruments (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Income tax benefit (expense) | $3 | ($3) | ($2) |
Unrealized gain (loss) on derivative instruments, net of tax | -5 | 3 | 10 |
Net Unrealized Gain (Loss) on Derivative Instruments | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Unrealized gain (loss) on derivative instruments identified as accounting hedges | -15 | -1 | |
Gain (loss) on derivatives reclassified into income | 3 | ||
Income tax benefit (expense) | 3 | -3 | -2 |
Amounts reclassified from accumulated other comprehensive income net of tax | 10 | 3 | 11 |
Unrealized gain (loss) on derivative instruments, net of tax | -5 | 3 | 10 |
Net Unrealized Gain (Loss) on Derivative Instruments | Interest rate contracts | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Gain (loss) on derivatives reclassified into income | 7 | 6 | 10 |
Net Unrealized Gain (Loss) on Derivative Instruments | Forward currency hedges | |||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | |||
Gain (loss) on derivatives reclassified into income | $7 | $6 | $13 |
Components_of_Accumulated_Othe
Components of Accumulated Other Comprehensive Loss, Net of Tax (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | $16 | $16 | ($3) | |||
Other comprehensive income before reclassifications | -83 | 16 | ||||
Amounts reclassified from accumulated other comprehensive income net of tax | 10 | 3 | ||||
Other comprehensive income (loss), net of tax | -35 | 19 | 25 | -73 | 19 | 43 |
Ending balance | -132 | 16 | -3 | |||
Impact from AS Split-off | -75 | |||||
Net Unrealized Gain (Loss) on Derivative Instruments | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | 4 | 4 | 1 | |||
Other comprehensive income before reclassifications | -15 | |||||
Amounts reclassified from accumulated other comprehensive income net of tax | 10 | 3 | ||||
Other comprehensive income (loss), net of tax | -5 | 3 | ||||
Ending balance | -1 | 4 | ||||
Accumulated Translation Adjustment | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | 15 | 15 | -4 | |||
Other comprehensive income before reclassifications | -65 | 19 | ||||
Other comprehensive income (loss), net of tax | -65 | 19 | ||||
Ending balance | -125 | 15 | ||||
Impact from AS Split-off | -75 | |||||
Other | ||||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||||
Beginning balance | -3 | -3 | ||||
Other comprehensive income before reclassifications | -3 | -3 | ||||
Other comprehensive income (loss), net of tax | -3 | -3 | ||||
Ending balance | ($6) | ($3) |
Assets_and_Liabilities_Measure
Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Other Accrued Expenses | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $5 | |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Money market funds | 106 | 407 |
Total | 110 | 413 |
Total | 6 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Money market funds | 106 | 407 |
Total | 106 | 407 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 4 | 6 |
Total | 6 | |
Fair Value, Measurements, Recurring | Prepaid Expenses and Other Current Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 1 | 4 |
Currency forward contracts | 3 | 2 |
Fair Value, Measurements, Recurring | Prepaid Expenses and Other Current Assets | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 1 | 4 |
Currency forward contracts | 3 | 2 |
Fair Value, Measurements, Recurring | Other Accrued Expenses | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 5 | |
Currency forward contracts | 1 | |
Fair Value, Measurements, Recurring | Other Accrued Expenses | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 5 | |
Currency forward contracts | $1 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 |
Fair Value Measurements [Line Items] | ||||
Indian rupee forward contract, asset | $3 | $2 | ||
Trade name fair value | 672 | 1,019 | ||
Trade name impairment charge | 339 | |||
Goodwill | 3,760 | 3,828 | ||
Continuing Operations | ||||
Fair Value Measurements [Line Items] | ||||
Goodwill | 3,760 | 3,812 | 3,828 | |
Fair Value, Inputs, Level 3 | ||||
Fair Value Measurements [Line Items] | ||||
Trade name fair value | 672 | |||
Goodwill | 914 | |||
Goodwill Fair Value Disclosure | 529 | |||
Fair Value, Inputs, Level 3 | Continuing Operations | ||||
Fair Value Measurements [Line Items] | ||||
Goodwill Impairment Loss | 385 | |||
Availability Services | Fair Value, Inputs, Level 3 | ||||
Fair Value Measurements [Line Items] | ||||
Trade name impairment charge | 339 | |||
Forward Contracts | ||||
Fair Value Measurements [Line Items] | ||||
Unrealized gains and (loss) to be reclassified in the next 12 months from OCI into earnings | $2 |
Assets_and_Liabilities_Measure1
Assets and Liabilities Measured at Fair Value on Non Recurring Basis (Details) (Fair Value, Measurements, Nonrecurring, Fair Value, Inputs, Level 3, USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | |
Assets | |
Trade name | $672 |
Carrying_Amount_and_Estimated_
Carrying Amount and Estimated Fair Value of Debt Including Current Portion and Excluding Interest Rate Swaps (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Floating Rate Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Value | $2,458 | $3,530 |
Fair Value | 2,431 | 3,548 |
Fixed Rate Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Value | 2,211 | 2,862 |
Fair Value | $2,286 | $3,024 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Details) (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 |
Class Of Stock [Line Items] | ||||
Proceeds from term loan | ($7) | $2,171 | $1,715 | |
Preferred stock dividend paid, per share | $72.80 | |||
Dividends paid | 2 | 3 | 724 | |
Dividends declared | 742 | |||
SunGard Capital Corp. II | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, liquidation preference | $100 | |||
Preferred stock, accrued dividend rate | 11.50% | |||
Cumulative but undeclared preferred stock dividend | 744 | 764 | ||
Cumulative but undeclared preferred stock dividend, per share | $98.64 | $77.35 | ||
Proceeds from term loan | -7 | 2,171 | 1,715 | |
Preferred stock dividend declared and paid | 718 | |||
Preferred stock dividend paid, per share | $72.80 | |||
Dividend paid, per unit | $3.64 | |||
Dividends paid | 2 | 3 | 724 | |
Dividends declared | 747 | |||
Exercise Prices, lower range | $4.50 | |||
SunGard Capital Corp. II | SpinCo | ||||
Class Of Stock [Line Items] | ||||
Number of preferred shares exchanged for common shares | 2,358,065 | |||
SunGard Capital Corp. II | Term Loan | ||||
Class Of Stock [Line Items] | ||||
Proceeds from term loan | 720 | |||
SunGard Capital Corp | ||||
Class Of Stock [Line Items] | ||||
Dividend-equivalent cash payments | 30 | |||
Dividend-equivalent cash payments, payment period | 5 years | |||
SunGard Data Systems Inc. | ||||
Class Of Stock [Line Items] | ||||
Proceeds from term loan | -7 | 2,171 | 1,715 | |
Dividend-equivalent cash paid | 6 | |||
Dividends paid | 2 | 3 | 724 | |
Dividends declared | $747 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Details) (Common Class L, USD $) | Dec. 31, 2014 |
Class Of Stock [Line Items] | |
Liquidation preference, rate of return | 13.50% |
Maximum | |
Class Of Stock [Line Items] | |
Common stock, liquidation preference per share | 81 |
Stock_Option_and_Award_Plans_a2
Stock Option and Award Plans and Stock-Based Compensation - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incremental stock-based compensation expense as a result of modifications of plan | $0 | ||
Option expiration period | 10 years | ||
Options vested, total fair value | 1 | 2 | 4 |
Performance option Units earned but not vested | 39,000 | ||
Intrinsic value of performance option Units earned but not vested | 0.2 | ||
Share-based awards for which the performance period has ended, that have not vested, that could be cancelled in the future | 1,400,000 | ||
Canceled | $13.43 | ||
Options exercised, intrinsic value | 8 | 4 | 22 |
Proceed from option exercise | 0 | 0.2 | |
Proceed from purchase of stock | 0.5 | ||
Tax benefit from options exercised | 3 | 1 | 7 |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted, vesting period | 4 years | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted, vesting period | 5 years | ||
Class A Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of options granted | 0 | ||
Performance Based Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unearned non cash stock based compensation, recognition period | 2 years 1 month 6 days | ||
Unearned non cash stock based compensation, stock options | 0.2 | ||
Performance Based Stock Options | Awards Granted Prior to May 2011 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options granted, performance period | 5 years | ||
Performance Based Stock Options | Awards Granted After May 2011 | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted, vesting period | 3 years | ||
Options granted, performance period | 12 months | ||
RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unearned non cash stock based compensation, recognition period | 3 years | ||
Unearned non-cash stock based compensation for non-option equity awards | 26 | ||
Restricted stock units vested, total fair value | 32 | 41 | 30 |
Equity awards expected to vest, shares | 559,000 | ||
Equity awards expected to vest, intrinsic value | 9 | ||
Canceled | $17.62 | ||
Awards canceled, weighted average exercise price | $19.87 | ||
Granted | 3,100,000 | ||
Tax Benefit from release of restricted stock units | 6 | 6 | 6 |
RSUs | Market-based vesting | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 1,700,000 | ||
RSUs | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted, requisite service period | 4 years | ||
RSUs | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted, requisite service period | 5 years | ||
Percentage of vesting of quantity granted | 200.00% | ||
RSUs | Currently Active | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Restricted stock units vested, shares | 3,100,000 | 3,200,000 | |
RSUs | Not vested and for which the performance period has ended | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based awards for which the performance period has ended, that have not vested, that could be cancelled in the future | 500,000 | ||
Performance Based Restricted Stock Unit | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted, requisite service period | 10 years | ||
Unearned non cash stock based compensation, recognition period | 2 years 6 months | ||
Unearned non-cash stock based compensation for non-option equity awards | 9 | ||
Performance Based Restricted Stock Unit | Monte Carlo Valuation model | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unearned non cash stock based compensation, recognition period | 4 years | ||
Units Appreciation Vested | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unearned non cash stock based compensation, recognition period | 2 years 4 months 24 days | ||
Unearned non-cash stock based compensation for non-option equity awards | 15 | ||
Restricted stock units vested, total fair value | 1 | 2 | |
Time Based Option Award | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted, requisite service period | 4 years | ||
Unearned non cash stock based compensation, recognition period | 1 year 10 months 24 days | ||
Unearned non cash stock based compensation, stock options | 1 | ||
Time Based Restricted Stock Units (RSU) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards granted, requisite service period | 5 years | ||
Unearned non cash stock based compensation, recognition period | 3 years | ||
Unearned non-cash stock based compensation for non-option equity awards | 45 | ||
Class A Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based awards for which the performance period has ended, that have not vested, that could be cancelled in the future | 1,000,000 | ||
Canceled | $1.40 | ||
Awards canceled, weighted average exercise price | $1.82 | ||
Class A common stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incentive plan, awards authorized | 70,000,000 | ||
Common stock shares held in time or performance based vesting | 1.3 | ||
Incentive plan, shares available for grant | 27,900,000 | ||
Class A common stock | Restatement Adjustment | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares held in time or performance based vesting | 1.3 | ||
Common Class L | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incentive plan, awards authorized | 7,000,000 | ||
Common stock shares held in time or performance based vesting | 0.1444 | ||
Incentive plan, shares available for grant | 2,700,000 | ||
Common Class L | Restatement Adjustment | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares held in time or performance based vesting | 0.1444 | ||
Preferred Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incentive plan, shares available for grant | 800,000 | ||
SunGard Capital Corp. II | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Proceed from option exercise | 0 | 0.04 | |
Proceed from purchase of stock | $0.20 | ||
SunGard Capital Corp. II | Preferred Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incentive plan, awards authorized | 2,500,000 | ||
Common stock shares held in time or performance based vesting | 0.05 | ||
SunGard Capital Corp. II | Preferred Stock | Restatement Adjustment | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares held in time or performance based vesting | 0.038 |
Summary_of_Assumptions_Used_to
Summary of Assumptions Used to Estimate Fair Value of Appreciation Units and Restricted Stock Units with Vesting Terms (Details) (USD $) | 12 Months Ended | |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Appreciation Units | Monte Carlo Valuation model | Market-based Vesting Term | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average fair value on date of grant | $6.51 | $5.45 |
Assumptions used to calculate fair value: | ||
Volatility | 45.00% | 38.00% |
Risk-free interest rate | 0.90% | 0.80% |
Expected term | 3 years 2 months 12 days | 4 years |
Dividends | $0 | $0 |
Appreciation Units | Black-Scholes Pricing Model | Time-based Vesting Term | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average fair value on date of grant | $5.91 | |
Assumptions used to calculate fair value: | ||
Volatility | 38.00% | |
Risk-free interest rate | 0.80% | |
Expected term | 4 years | |
Dividends | 0 | |
RSUs | Monte Carlo Valuation model | Market-based Vesting Term | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average fair value on date of grant | $16.44 | |
Assumptions used to calculate fair value: | ||
Volatility | 45.00% | |
Risk-free interest rate | 0.80% | |
Expected term | 3 years | |
Dividends | $0 |
Summary_of_Stock_Compensation_
Summary of Stock Compensation Expense Included in Statement of Comprehensive Income (Loss) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock compensation | $44 | $46 | $38 |
Cost of sales and direct operating expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock compensation | 7 | 5 | 4 |
Selling, General and Administrative Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock compensation | 30 | 29 | 23 |
Product development and maintenance | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock compensation | 5 | 5 | 4 |
Continuing Operations | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock compensation | 42 | 39 | 31 |
Discontinued Operations | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total stock compensation | $2 | $7 | $7 |
Summary_of_Option_RSU_and_Appr
Summary of Option, RSU and Appreciation Unit Activity (Details) (USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Weighted- Average Price | |
Canceled | $13.43 |
Option Units | |
Options | |
Outstanding at beginning of period | 14.8 |
Exercised / released | -0.9 |
Canceled | -0.6 |
Outstanding at end of period | 12.1 |
Weighted- Average Price | |
Outstanding at beginning of period | $14.30 |
Exercised / released | $8.69 |
Canceled | $15.26 |
Outstanding at end of period | $13.08 |
Option Units | SunGard Data Systems Inc. | |
Options | |
Impact of awards modified | 0.6 |
Option Units | SpinCo | |
Options | |
Impact of awards modified | -1.8 |
Weighted- Average Price | |
Impact of awards modified | $14.41 |
RSUs | |
Weighted- Average Price | |
Outstanding at beginning of period | $20.59 |
Granted | $19.09 |
Exercised / released | $20.25 |
Canceled | $17.62 |
Outstanding at end of period | $18.67 |
Non-Option Award, Units | |
Outstanding at beginning of period | 9.4 |
Granted | 3.1 |
Exercised / released | -1.3 |
Canceled | -1.5 |
Outstanding at end of period | 9 |
RSUs | SunGard Data Systems Inc. | |
Non-Option Award, Units | |
Impact of awards modified | 0.9 |
RSUs | SpinCo | |
Weighted- Average Price | |
Impact of awards modified | $20.56 |
Non-Option Award, Units | |
Impact of awards modified | -1.6 |
Appreciation Units | |
Non-Option Award, Units | |
Outstanding at beginning of period | 4.6 |
Granted | 0.5 |
Canceled | -0.5 |
Outstanding at end of period | 5.1 |
Weighted- Average Price | |
Outstanding at beginning of period | $17.37 |
Granted | $17.44 |
Canceled | $17.34 |
Outstanding at end of period | $16.58 |
Appreciation Units | SunGard Data Systems Inc. | |
Non-Option Award, Units | |
Impact of awards modified | 0.5 |
Class A Options | |
Options | |
Outstanding at beginning of period | 5.4 |
Canceled | -1.7 |
Outstanding at end of period | 3.7 |
Weighted- Average Price | |
Outstanding at beginning of period | $1.72 |
Canceled | $1.40 |
Outstanding at end of period | $1.86 |
Summary_of_Information_Concern
Summary of Information Concerning Options for Units, Appreciation Units and Options for Class A Shares Vested and Expected to Vest in the Future (Details) (USD $) | 12 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Option Units | $4.03 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, lower range | $4.03 |
Exercise Prices, upper range | $4.03 |
Vested and expected to vest, quantity outstanding | 0.21 |
Vested and expected to vest, weighted average remaining life | 2 months 12 days |
Vested and expected to vest, aggregate intrinsic value | $3 |
Exercisable, quantity | 0.21 |
Exercisable, Weighted-average remaining life | 2 months 12 days |
Exercisable, aggregate intrinsic value | 3 |
Option Units | $12.87-15.31 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, lower range | $12.87 |
Exercise Prices, upper range | $15.31 |
Vested and expected to vest, quantity outstanding | 10.04 |
Vested and expected to vest, weighted average remaining life | 10 months 24 days |
Vested and expected to vest, aggregate intrinsic value | 39 |
Exercisable, quantity | 9.94 |
Exercisable, Weighted-average remaining life | 10 months 24 days |
Exercisable, aggregate intrinsic value | 39 |
Option Units | $15.85-18.91 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, lower range | $15.85 |
Exercise Prices, upper range | $18.91 |
Vested and expected to vest, quantity outstanding | 0.37 |
Vested and expected to vest, weighted average remaining life | 5 years 4 months 24 days |
Exercisable, quantity | 0.33 |
Exercisable, Weighted-average remaining life | 5 years 2 months 12 days |
Performance Based Restricted Stock Unit | $14.89-15.96 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, lower range | $14.89 |
Exercise Prices, upper range | $15.96 |
Vested and expected to vest, quantity outstanding | 2 |
Vested and expected to vest, weighted average remaining life | 2 years 4 months 24 days |
Vested and expected to vest, aggregate intrinsic value | $3 |
Exercisable, Weighted-average remaining life | 2 years 4 months 24 days |
Class A Options | $0.21 - 0.44 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, lower range | $0.21 |
Exercise Prices, upper range | $0.44 |
Vested and expected to vest, quantity outstanding | 1 |
Vested and expected to vest, weighted average remaining life | 4 years 10 months 24 days |
Exercisable, quantity | 0.98 |
Exercisable, Weighted-average remaining life | 4 years 10 months 24 days |
Class A Options | $1.41 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, lower range | $1.41 |
Exercise Prices, upper range | $1.41 |
Vested and expected to vest, quantity outstanding | 0.17 |
Vested and expected to vest, weighted average remaining life | 3 years 10 months 24 days |
Exercisable, quantity | 0.17 |
Exercisable, Weighted-average remaining life | 3 years 10 months 24 days |
Class A Options | $2.22 - 3.06 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, lower range | $2.22 |
Exercise Prices, upper range | $3.06 |
Vested and expected to vest, quantity outstanding | 1.5 |
Vested and expected to vest, weighted average remaining life | 3 years 3 months 18 days |
Exercisable, quantity | 1.5 |
Exercisable, Weighted-average remaining life | 3 years 3 months 18 days |
Savings_Plans_Additional_Infor
Savings Plans - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation And Retirement Disclosure [Abstract] | |||
Company contribution to defined contribution plans | 4.00% | ||
Total expense for continuing operations | $51 | $45 | $43 |
Income_Loss_from_Continuing_Op
Income Loss from Continuing Operations Before Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||||||||
U.S. operations | ($363) | ($31) | ($154) | ||||||
Foreign operations | 98 | 102 | 62 | ||||||
Total | -265 | 71 | -92 | ||||||
SunGard Capital Corp. II | |||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||||||||
U.S. operations | -363 | -30 | -154 | ||||||
Foreign operations | 98 | 102 | 62 | ||||||
Total | -265 | 72 | -92 | ||||||
SunGard Data Systems Inc. | |||||||||
Income Loss From Operations Before Provision Benefit For Income Taxes [Line Items] | |||||||||
U.S. operations | -362 | -30 | -154 | ||||||
Foreign operations | 98 | 102 | 62 | ||||||
Total | $133 | $22 | [1] | $5 | ($424) | [2] | ($264) | $72 | ($92) |
[1] | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | ||||||||
[2] | Includes a $339 million impairment charge of the trade name asset (see Note 1 of Notes to Consolidated Financial Statements) and a $61 million loss on extinguishment of debt (see Note 5 of Notes to Consolidated Financial Statements). |
Continuing_Operations_Provisio
Continuing Operations Provision Benefit for Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | |||
Federal | $1 | $5 | ($21) |
State | 4 | 9 | 4 |
Foreign | 42 | 36 | 22 |
Total current | 47 | 50 | 5 |
Deferred: | |||
Federal | -122 | -13 | -27 |
State | 33 | 1 | |
Foreign | -15 | -11 | -28 |
Total deferred | -104 | -24 | -54 |
Total | -57 | 26 | -49 |
SunGard Capital Corp. II | |||
Current: | |||
Federal | 1 | 5 | -21 |
State | 4 | 9 | 4 |
Foreign | 42 | 36 | 22 |
Total current | 47 | 50 | 5 |
Deferred: | |||
Federal | -122 | -13 | -27 |
State | 33 | 1 | |
Foreign | -15 | -11 | -28 |
Total deferred | -104 | -24 | -54 |
Total | -57 | 26 | -49 |
SunGard Data Systems Inc. | |||
Current: | |||
Federal | 2 | 6 | -20 |
State | 4 | 9 | 4 |
Foreign | 42 | 36 | 22 |
Total current | 48 | 51 | 6 |
Deferred: | |||
Federal | -123 | -14 | -28 |
State | 33 | 1 | |
Foreign | -15 | -11 | -28 |
Total deferred | -105 | -25 | -55 |
Total | ($57) | $26 | ($49) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Assets Liabilities [Line Items] | |||
U.S. federal statutory income tax rate | 35.00% | 35.00% | 35.00% |
Net operating loss carry-forwards | $71 | $98 | |
Deferred tax expense (benefit) | -104 | -24 | -54 |
Federal deferred tax expense (benefit) | -122 | -13 | -27 |
State deferred tax expense (benefit) | 33 | 1 | |
Foreign deferred tax expense (benefit) | -15 | -11 | -28 |
Gross net operating loss carryforwards, expiration date | 2034 | ||
Valuation allowance related to net operating loss carryforwards | 52 | 67 | |
Unrecognized tax benefits and related accrued interest that , if recognized, would affect effective tax rate | 104 | ||
Unrecognized tax benefits, accrued interest and penalties | 8 | 6 | 4 |
Reasonably possible amount of unrecognized tax benefits that may be resolved within next 12 months | 0 | ||
Reasonably possible amount of unrecognized tax benefits that may be resolved within next 12 months | 38 | ||
France | |||
Deferred Tax Assets Liabilities [Line Items] | |||
Valuation allowance related to net operating loss carryforwards | 3 | ||
Deferred tax assets, operating loss carryforwards | 24 | ||
Internal Revenue Service (IRS) | |||
Deferred Tax Assets Liabilities [Line Items] | |||
Gross net operating loss carryforwards | 12 | ||
State and Local Jurisdiction | |||
Deferred Tax Assets Liabilities [Line Items] | |||
Gross net operating loss carryforwards | 17 | ||
Foreign Tax Authority | |||
Deferred Tax Assets Liabilities [Line Items] | |||
Gross net operating loss carryforwards | 42 | ||
Net Operating Loss Carry Forwards | |||
Deferred Tax Assets Liabilities [Line Items] | |||
Deferred tax expense (benefit) | 30 | ||
Federal deferred tax expense (benefit) | 6 | ||
State deferred tax expense (benefit) | 2 | ||
Foreign deferred tax expense (benefit) | 22 | ||
Foreign Subsidiaries | |||
Deferred Tax Assets Liabilities [Line Items] | |||
Deferred income tax liability | 13 | 24 | |
Undistributed earnings of non-U.S. subsidiaries | $94 |
Differences_between_US_Statuto
Differences between US Statutory Tax Rate and Effective Income Tax Rate (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Reconciliation Of Statutory Federal Tax Rate [Line Items] | ||||||
Tax at federal statutory rate | ($93) | $25 | ($32) | |||
State income taxes, net of federal benefit | -10 | 5 | 2 | |||
Foreign taxes, net of U.S. foreign tax credit | 1 | [1] | 1 | [1] | -20 | [1] |
Tax rate changes | 46 | [2] | -1 | [2] | 7 | [2] |
Nondeductible expenses | 4 | 3 | 2 | |||
Change in uncertain tax positions | 2 | [3] | 1 | [3] | 10 | [3] |
Research and development credit | -6 | -9 | -1 | |||
Domestic Production Activities Deduction | -1 | -1 | ||||
U.S. income taxes on non-U.S. unremitted earnings | -3 | 4 | -20 | |||
Other, net | 3 | -2 | 3 | |||
Total | -57 | 26 | -49 | |||
Effective income tax rate | 22.00% | 36.00% | 53.00% | |||
SunGard Capital Corp. II | ||||||
Reconciliation Of Statutory Federal Tax Rate [Line Items] | ||||||
Tax at federal statutory rate | -93 | 25 | -32 | |||
State income taxes, net of federal benefit | -10 | 5 | 2 | |||
Foreign taxes, net of U.S. foreign tax credit | 1 | [1] | 1 | [1] | -20 | [1] |
Tax rate changes | 46 | [2] | -1 | [2] | 7 | [2] |
Nondeductible expenses | 4 | 3 | 2 | |||
Change in uncertain tax positions | 2 | [3] | 1 | [3] | 10 | [3] |
Research and development credit | -6 | -9 | -1 | |||
Domestic Production Activities Deduction | -1 | -1 | ||||
U.S. income taxes on non-U.S. unremitted earnings | -3 | 4 | -20 | |||
Other, net | 3 | -2 | 3 | |||
Total | -57 | 26 | -49 | |||
Effective income tax rate | 22.00% | 36.00% | 53.00% | |||
SunGard Data Systems Inc. | ||||||
Reconciliation Of Statutory Federal Tax Rate [Line Items] | ||||||
Tax at federal statutory rate | -93 | 25 | -32 | |||
State income taxes, net of federal benefit | -10 | 5 | 2 | |||
Foreign taxes, net of U.S. foreign tax credit | 1 | [1] | 1 | [1] | -20 | [1] |
Tax rate changes | 46 | [2] | -1 | [2] | 7 | [2] |
Nondeductible expenses | 4 | 3 | 2 | |||
Change in uncertain tax positions | 2 | [3] | 1 | [3] | 10 | [3] |
Research and development credit | -6 | -9 | -1 | |||
Domestic Production Activities Deduction | -1 | -1 | ||||
U.S. income taxes on non-U.S. unremitted earnings | -3 | 4 | -20 | |||
Other, net | 3 | -2 | 3 | |||
Total | ($57) | $26 | ($49) | |||
Effective income tax rate | 22.00% | 36.00% | 53.00% | |||
[1] | Includes foreign taxes, dividends, utilization of foreign tax credits, and the rate differential between U.S. and foreign countries, and the change in foreign valuation allowance, as described in more detail below. Also includes $6 million, $4 million and $3 million in 2012, 2013 and 2014, respectively, related to benefits of tax holidays in Tunisia and India which expire in 2017 and 2024, respectively. | |||||
[2] | Tax rate changes in 2014 includes an expense of $48 million due to changes in certain state deferred income tax rates, which are primarily driven by the change in the legal entity ownership of the SunGard trade name caused by the AS Split-Off. | |||||
[3] | The change in uncertain tax positions recorded in continuing operations was an expense of $10 million, $1 million and $2 million in 2012, 2013 and 2014, respectively, which reflects the offsetting benefits recorded in prepaid expenses and other current assets and deferred income and other taxes on the balance sheet. The balance is recorded in discontinued operations. |
Differences_between_US_Statuto1
Differences between US Statutory Tax Rate and Effective Income Tax Rate (Parenthetical) (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Reconciliation Of Statutory Federal Tax Rate [Line Items] | ||||||
Benefits of tax holidays amount | $3 | $4 | $6 | |||
Change in uncertain tax positions | 2 | [1] | 1 | [1] | 10 | [1] |
TUNISIA | ||||||
Reconciliation Of Statutory Federal Tax Rate [Line Items] | ||||||
Tax holidays expire date | Expire in 2017 | |||||
INDIA | ||||||
Reconciliation Of Statutory Federal Tax Rate [Line Items] | ||||||
Tax holidays expire date | Expire in 2024 | |||||
Split-Off | ||||||
Reconciliation Of Statutory Federal Tax Rate [Line Items] | ||||||
Expense due to change in certain state deferred income tax rates | $48 | |||||
[1] | The change in uncertain tax positions recorded in continuing operations was an expense of $10 million, $1 million and $2 million in 2012, 2013 and 2014, respectively, which reflects the offsetting benefits recorded in prepaid expenses and other current assets and deferred income and other taxes on the balance sheet. The balance is recorded in discontinued operations. |
Deferred_Income_Tax_Assets_and
Deferred Income Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Current: | ||
Trade receivables and other current assets | ($2) | |
Accrued expenses, net | 17 | 28 |
Tax credit carryforwards | 20 | |
Other current | -5 | -11 |
Total current deferred income tax asset (liability) | 12 | 35 |
Valuation allowance | -4 | -5 |
Net current deferred income tax asset (liability) | 8 | 30 |
Less: amounts classified as related to discontinued operations | -13 | |
Net current deferred income tax asset (liability) - continuing operations | 8 | 17 |
Long-term: | ||
Property and equipment | -2 | 1 |
Intangible assets | -596 | -1,026 |
Net operating loss carry-forwards | 71 | 98 |
Stock compensation | 55 | 62 |
U.S. income taxes on non-U.S. unremitted earnings | -13 | -24 |
Other non-current | 6 | 34 |
Other, net | 15 | -12 |
Total long-term deferred income tax liability | -464 | -867 |
Valuation allowance | -48 | -62 |
Net long-term deferred income tax liability | -512 | -929 |
Less: amounts classified as related to discontinued operations | 282 | |
Net long-term deferred income tax liability - continuing operations | -512 | -647 |
SunGard Capital Corp. II | ||
Current: | ||
Trade receivables and other current assets | -2 | |
Accrued expenses, net | 17 | 28 |
Tax credit carryforwards | 20 | |
Other current | -5 | -11 |
Total current deferred income tax asset (liability) | 12 | 35 |
Valuation allowance | -4 | -5 |
Net current deferred income tax asset (liability) | 8 | 30 |
Less: amounts classified as related to discontinued operations | -13 | |
Net current deferred income tax asset (liability) - continuing operations | 8 | 17 |
Long-term: | ||
Property and equipment | -2 | 1 |
Intangible assets | -596 | -1,026 |
Net operating loss carry-forwards | 71 | 98 |
Stock compensation | 55 | 62 |
U.S. income taxes on non-U.S. unremitted earnings | -13 | -24 |
Other non-current | 6 | 34 |
Other, net | 15 | -12 |
Total long-term deferred income tax liability | -464 | -867 |
Valuation allowance | -48 | -62 |
Net long-term deferred income tax liability | -512 | -929 |
Less: amounts classified as related to discontinued operations | 282 | |
Net long-term deferred income tax liability - continuing operations | -512 | -647 |
SunGard Data Systems Inc. | ||
Current: | ||
Trade receivables and other current assets | -2 | |
Accrued expenses, net | 17 | 28 |
Tax credit carryforwards | 20 | |
Other current | -5 | -11 |
Total current deferred income tax asset (liability) | 12 | 35 |
Valuation allowance | -4 | -5 |
Net current deferred income tax asset (liability) | 8 | 30 |
Less: amounts classified as related to discontinued operations | -13 | |
Net current deferred income tax asset (liability) - continuing operations | 8 | 17 |
Long-term: | ||
Property and equipment | -2 | 1 |
Intangible assets | -596 | -1,026 |
Net operating loss carry-forwards | 71 | 98 |
Stock compensation | 55 | 62 |
U.S. income taxes on non-U.S. unremitted earnings | -13 | -24 |
Other non-current | 6 | 34 |
Other, net | 23 | -5 |
Total long-term deferred income tax liability | -456 | -860 |
Valuation allowance | -48 | -62 |
Net long-term deferred income tax liability | -504 | -922 |
Less: amounts classified as related to discontinued operations | 282 | |
Net long-term deferred income tax liability - continuing operations | ($504) | ($640) |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Beginning and Ending Balance of Valuation Allowance (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | $67 | |
Additions charged to operations | 13 | |
Translation adjustments and other | -28 | |
Ending balance | 52 | |
Continuing Operations | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | 41 | |
Additions charged to operations | 12 | [1] |
Translation adjustments and other | -1 | |
Ending balance | 52 | |
Discontinued Operations | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning balance | 26 | |
Additions charged to operations | 1 | |
Translation adjustments and other | ($27) | [1] |
[1] | Translation adjustments and other for discontinued operations includes $27 million that was sold or removed as a result of the AS Split-Off in 2014. |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of Beginning and Ending Balance of Valuation Allowance (Parenthetical) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Translation adjustments and other | ($28) | |
Discontinued Operations | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Translation adjustments and other | -27 | [1] |
Discontinued Operations | Split-Off | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Translation adjustments and other | $27 | |
[1] | Translation adjustments and other for discontinued operations includes $27 million that was sold or removed as a result of the AS Split-Off in 2014. |
Income_Taxes_Reconciliation_of2
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $99 | $94 | $22 |
Additions for tax positions of prior years | 4 | 7 | 22 |
Reductions for tax positions of prior years | -3 | -5 | |
Additions for tax positions of current year | 7 | 3 | 50 |
Settlements for tax positions of prior years | -3 | ||
Balance at end of year | $104 | $99 | $94 |
Liability_for_Workforce_Reduct
Liability for Workforce Reductions and Facility Closures (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Restructuring Cost And Reserve [Line Items] | ||||||
Beginning Balance | $29 | $40 | $29 | |||
Expense | 32 | [1] | 22 | 46 | ||
Paid | -32 | -26 | -31 | |||
Other adjustments | -4 | [1] | -7 | [2] | -4 | [3] |
Ending Balance | 25 | 29 | 40 | |||
Workforce-related | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Beginning Balance | 14 | 23 | 24 | |||
Expense | 28 | [2] | 20 | 34 | ||
Paid | -26 | -23 | -31 | |||
Other adjustments | -4 | [1] | -6 | [2] | -4 | [3] |
Ending Balance | 12 | 14 | 23 | |||
Facilities | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Beginning Balance | 15 | 17 | 5 | |||
Expense | 4 | 2 | 12 | |||
Paid | -6 | -3 | ||||
Other adjustments | -1 | [2] | ||||
Ending Balance | $13 | $15 | $17 | |||
[1] | The sum of the expense related to 2014 actions and other adjustments in 2014 is the net amount of expense related to employee termination benefits and facility closures and may include rounding (see Note 14). | |||||
[2] | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | |||||
[3] | The other adjustments rows in the table principally relates to changes in estimates from when the initial charge was recorded and also foreign currency translation adjustments. |
Liability_for_Workforce_Reduct1
Liability for Workforce Reductions and Facility Closures (Parenthetical) (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2014 |
Restructuring And Related Activities [Abstract] | |
Severance costs | $17 |
Reduction in workforce plan | 3.00% |
Employee_Termination_Benefits_2
Employee Termination Benefits and Facility Closures - Additional Information (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Restructuring Cost And Reserve [Line Items] | |
Future minimum lease payment | $231 |
Facilities | |
Restructuring Cost And Reserve [Line Items] | |
Future minimum lease payment | $13 |
Segment_Information_Additional
Segment Information - Additional Information (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |||
Segment | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Number of reportable segments | 2 | |||||||||
Income (loss) from continuing operations before income taxes | ($265) | $71 | ($92) | |||||||
SunGard Capital Corp | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Income (loss) from continuing operations before income taxes | -265 | 71 | 84 | [1] | 29 | [1],[2] | 10 | [1] | -52 | |
SunGard Capital Corp. II | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Income (loss) from continuing operations before income taxes | ($265) | $72 | ($92) | |||||||
[1] | During the second quarter of 2013, the Company completed a review of its accounting practices related to vacation pay obligations. In countries where the vacation policy stipulated that vacation days earned in the current year must be used in that same year, the Company adjusted its quarterly estimate of accrued vacation costs to better match expense recognition with amounts payable to employees when leaving the Company. The impact of the change in estimate was an aggregate decrease to costs and expenses of $10 million in the quarter ended June 30, 2013. The impact of this change was negligible for the full year since the balance would have naturally reversed, with a substantial majority of that reversal occurring during the fourth quarter. | |||||||||
[2] | SunGard received approximately $12 million in proceeds related to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to an FS customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which now has been recognized, and a termination charge related to the customer contract. |
Operating_Results_for_Each_Seg
Operating Results for Each Segment (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Selected Financial Information [Line Items] | ||||
Revenue | $2,809 | $2,761 | $2,808 | |
Adjusted EBITDA | 810 | 812 | 793 | |
Operating Segments | ||||
Selected Financial Information [Line Items] | ||||
Revenue | 2,809 | 2,761 | 2,808 | |
Adjusted EBITDA | 810 | 812 | 793 | |
Adjusted EBITDA margin | 28.80% | 29.40% | 28.20% | |
Year over Year revenue change | 2.00% | -2.00% | ||
Year over Year Adjusted EBITDA change | 2.00% | |||
Operating Segments | Financial Systems | ||||
Selected Financial Information [Line Items] | ||||
Revenue | 2,592 | 2,551 | [1] | 2,604 |
Adjusted EBITDA | 742 | 746 | [1] | 727 |
Adjusted EBITDA margin | 28.60% | 29.20% | 27.90% | |
Year over Year revenue change | 2.00% | -2.00% | ||
Year over Year Adjusted EBITDA change | -1.00% | 3.00% | ||
Operating Segments | Public Sector And Education | ||||
Selected Financial Information [Line Items] | ||||
Revenue | 217 | 210 | 204 | |
Adjusted EBITDA | $68 | $66 | $66 | |
Adjusted EBITDA margin | 31.10% | 31.60% | 32.50% | |
Year over Year revenue change | 4.00% | 3.00% | ||
Year over Year Adjusted EBITDA change | 2.00% | |||
[1] | SunGard received approximately $12 million in proceeds related to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to a FS customer that filed for ChapterB 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which now has been recognized, and a termination charge related to the customer contract. |
Reconciliation_of_Adjusted_EBI
Reconciliation of Adjusted EBITDA to Income Loss from Continuing Operations before Income Taxes (Details) (USD $) | 1 Months Ended | 12 Months Ended | 3 Months Ended | ||||||||||
In Millions, unless otherwise specified | Jan. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |||||
Segment Reporting Information [Line Items] | |||||||||||||
Adjusted EBITDA (sum of segments) | $810 | $812 | $793 | ||||||||||
Corporate | -45 | -46 | -44 | ||||||||||
Depreciation | -107 | [1] | -104 | [1] | -96 | [1] | |||||||
Amortization of acquisition-related intangible assets | -136 | -182 | -217 | ||||||||||
Trade name impairment | -339 | ||||||||||||
Severance and facility closure costs | -27 | [2] | -17 | [3] | -42 | [4] | |||||||
Stock compensation expense | -42 | -39 | -31 | ||||||||||
Management fees | -9 | -8 | -9 | ||||||||||
Other costs (included in operating income) | -18 | -11 | -6 | ||||||||||
Interest expense, net | -290 | -325 | -359 | ||||||||||
Loss on extinguishment of debt | 15 | -61 | -6 | -82 | |||||||||
Other income (expense) | -2 | 1 | |||||||||||
Total | -265 | 71 | -92 | ||||||||||
SunGard Data Systems Inc. | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Depreciation | -107 | -104 | -96 | ||||||||||
Amortization of acquisition-related intangible assets | -136 | -182 | -217 | ||||||||||
Trade name impairment | -339 | ||||||||||||
Stock compensation expense | -42 | -39 | -31 | ||||||||||
Loss on extinguishment of debt | -61 | -6 | -82 | ||||||||||
Other income (expense) | -2 | 1 | |||||||||||
Total | ($264) | $72 | ($92) | $133 | $22 | [5] | $5 | ($424) | [6] | ||||
[1] | Includes amortization of capitalized software. | ||||||||||||
[2] | Includes $22 million and $1 million of severance in FS and PS&E, respectively. Also includes $4 million of lease exit costs in FS. | ||||||||||||
[3] | Includes $13 million and $1 million of severance in FS and corporate, respectively. Also includes $3 million of lease exit costs in FS. | ||||||||||||
[4] | Includes $27 million, $2 million and $1 million of severance in FS, PS&E and corporate, respectively. Also includes $12 million of lease exit costs in FS. | ||||||||||||
[5] | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | ||||||||||||
[6] | Includes a $339 million impairment charge of the trade name asset (see Note 1 of Notes to Consolidated Financial Statements) and a $61 million loss on extinguishment of debt (see Note 5 of Notes to Consolidated Financial Statements). |
Depreciation_and_Amortization_
Depreciation and Amortization and Capital Expenditures by Segment (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Segment Reporting Information [Line Items] | ||||||
Depreciation | $107 | [1] | $104 | [1] | $96 | [1] |
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | |||
Capital expenditures | 143 | 111 | 97 | |||
Total assets | 6,511 | 9,778 | ||||
SunGard Data Systems Inc. | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | 107 | 104 | 96 | |||
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | |||
Capital expenditures | 143 | 111 | 97 | |||
Total assets | 6,507 | 9,774 | ||||
Operating Segments | Financial Systems | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | 95 | [1] | 95 | [1] | 88 | [1] |
Amortization of acquisition-related intangible assets | 129 | 168 | 199 | |||
Capital expenditures | 131 | 102 | 88 | |||
Total assets | 6,225 | 5,956 | ||||
Operating Segments | Public Sector And Education | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | 9 | [1] | 7 | [1] | 7 | [1] |
Amortization of acquisition-related intangible assets | 7 | 13 | 17 | |||
Capital expenditures | 10 | 8 | 7 | |||
Total assets | 833 | 780 | ||||
Operating Segments | Segment Total | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | 104 | [1] | 102 | [1] | 95 | [1] |
Amortization of acquisition-related intangible assets | 136 | 181 | 216 | |||
Capital expenditures | 141 | 110 | 95 | |||
Total assets | 7,058 | 6,736 | ||||
Corporate and Other Adjustments | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation | 3 | [1] | 2 | [1] | 1 | [1] |
Amortization of acquisition-related intangible assets | 1 | 1 | ||||
Capital expenditures | 2 | 1 | 2 | |||
Total assets | ($551) | [2] | $3,038 | [2] | ||
[1] | Includes amortization of capitalized software. | |||||
[2] | Includes items that are eliminated in consolidation, trade name, deferred income taxes and the assets of the Companybs assets of discontinued operations. |
Operating_Results_for_Each_Seg1
Operating Results for Each Segment (Parenthetical) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Selected Financial Information [Line Items] | |||||
Bankruptcy claims sold | $12 | ||||
Severance costs | 17 | ||||
Corporate and Other Adjustments | |||||
Selected Financial Information [Line Items] | |||||
Severance costs | 1 | 1 | |||
Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Severance costs | 13 | 27 | 22 | ||
Lease exit costs | 3 | 12 | 4 | ||
Public Sector And Education | |||||
Selected Financial Information [Line Items] | |||||
Severance costs | $2 | $1 |
Revenues_by_Customer_Location_
Revenues by Customer Location (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $2,809 | $2,761 | $2,808 |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 1,712 | 1,685 | 1,733 |
International | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 1,097 | 1,076 | 1,075 |
International | United Kingdom | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 182 | 170 | 171 |
International | Continental Europe | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 428 | 453 | 466 |
International | Asia/Pacific | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 280 | 261 | 253 |
International | Canada | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 90 | 85 | 89 |
International | Other | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $117 | $107 | $96 |
Property_and_Equipment_by_Geog
Property and Equipment by Geographic Location (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment | $152 | $152 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment | 99 | 92 |
United Kingdom | International | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment | 16 | 16 |
Continental Europe | International | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment | 15 | 17 |
Canada | International | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment | 1 | |
Asia/Pacific | International | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment | 19 | 23 |
Other | International | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment | $3 | $3 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 24 Months Ended | |||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2016 |
Related Party Transaction [Line Items] | ||||||||||||||
Tax liability payable | $3 | $3 | $3 | |||||||||||
Revenues | 792 | 691 | 673 | 653 | 772 | 678 | 672 | 639 | ||||||
FS Businesses | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Revenues | 2 | |||||||||||||
SpinCo term loan | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Issuance of SpinCo term loan | 1,025 | |||||||||||||
SpinCo Notes | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Senior notes | 425 | |||||||||||||
Management Fees | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Management fee as percentage of quarterly adjusted EBITDA | 1.00% | 1.10% | ||||||||||||
Related party transactions, expenses | 0.05 | 9 | 8 | 9 | ||||||||||
Related party transactions, accrued expenses | 3 | 4 | 3 | 3 | 4 | |||||||||
Management Fees | Minimum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transactions, expenses | 3 | |||||||||||||
Management Fees | Discontinued Operations | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transactions, expenses | 15 | 4 | 23 | |||||||||||
Management Fees | Discontinued Operations | FS Businesses | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transactions, expenses | 1 | |||||||||||||
Customary Fees And Expenses | Amended And Restated Credit Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transactions, expenses | 1 | |||||||||||||
Customary Fees And Expenses | Maximum | Amended And Restated Credit Agreement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transactions, expenses | 1 | |||||||||||||
Years 3 through 5 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Royalty payment, percentage | 0.30% | |||||||||||||
Year six | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Royalty payment, percentage | 0.15% | |||||||||||||
Year seven | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Royalty payment, percentage | 0.08% | |||||||||||||
TSA | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transactions, accounts receivable | 2 | 2 | 2 | |||||||||||
GMSA | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transactions, accounts receivable | 1 | 1 | 1 | |||||||||||
Related party transactions, cost and expenses | 25 | |||||||||||||
Accounts Payable | 4 | 4 | 4 | |||||||||||
Prepaid Maintenance | 1 | 1 | 1 | |||||||||||
GMSA | Minimum | AS Split-off forecasted charge | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party transactions, expenses | $66 |
Commitment_and_Contingencies_A
Commitment and Contingencies - Additional Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments Contingencies And Guarantees [Line Items] | |||
Restoration Liabilities | $10 | ||
Initial term of management agreement | 10 years | ||
Management agreement expiry date | 11-Aug-15 | ||
Continuing Operations | |||
Commitments Contingencies And Guarantees [Line Items] | |||
Rent expense from continuing operations | 58 | 62 | 69 |
Sublease income | 6 | 5 | 3 |
Unconditional purchase obligation | 123 | ||
Continuing Operations | Bonds and Letters of Credit | |||
Commitments Contingencies And Guarantees [Line Items] | |||
Unconditional purchase obligation | $19 |
Future_Minimum_Rentals_Under_O
Future Minimum Rentals Under Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
2015 | $62 |
2016 | 56 |
2017 | 45 |
2018 | 33 |
2019 | 14 |
Thereafter | 21 |
Future minimum lease payment | 231 |
2015 | 5 |
2016 | 5 |
2017 | 5 |
2018 | 4 |
Future sub lease minimum payments receivable | $19 |
Quarterly_Financial_Data_Detai
Quarterly Financial Data (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||
Revenues | $792 | $691 | $673 | $653 | $772 | $678 | $672 | $639 | |||||||||||
Gross profit | 516 | [1] | 411 | [1] | 400 | [1] | 384 | [1] | 503 | [1] | 427 | [1] | 414 | [1] | 372 | [1] | |||
Income (loss) before income taxes | -265 | 71 | -92 | ||||||||||||||||
Income (loss) from continuing operations | -208 | 45 | -43 | ||||||||||||||||
Income (loss) from discontinued operations | 18 | 1 | 10 | -12 | -14 | 17 | -23 | ||||||||||||
Net income (loss) | -222 | 62 | -66 | ||||||||||||||||
Net income (loss) attributable to SCC | 62 | -31 | [2] | -37 | -390 | [3] | 23 | [4] | -26 | [4],[5] | -32 | [4] | -72 | -396 | -107 | -317 | |||
SunGard Capital Corp | |||||||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||
Income (loss) before income taxes | 84 | [4] | 29 | [4],[5] | 10 | [4] | -52 | -265 | 71 | ||||||||||
Income (loss) from continuing operations | 53 | [4] | 22 | [4],[5] | 5 | [4] | -35 | ||||||||||||
Net income (loss) | 71 | [4] | 23 | [4],[5] | 15 | [4] | -47 | ||||||||||||
SunGard Data Systems Inc. and SunGard Capital Corp. II | |||||||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||
Income (loss) before income taxes | 85 | [4] | 29 | [4],[5] | 10 | [4] | -52 | ||||||||||||
Income (loss) from continuing operations | 54 | [4] | 22 | [4],[5] | 5 | [4] | -35 | ||||||||||||
Net income (loss) | 72 | [4] | 23 | [4],[5] | 15 | [4] | -47 | ||||||||||||
SunGard Capital Corp and SunGard Capital Corp. II | |||||||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||
Income (loss) before income taxes | 132 | 22 | [2] | 5 | -424 | [3] | |||||||||||||
Income (loss) from continuing operations | 101 | 11 | [2] | 3 | -323 | [3] | |||||||||||||
Income (loss) from discontinued operations | 3 | -17 | |||||||||||||||||
Net income (loss) | 104 | 11 | [2] | 3 | -340 | [3] | |||||||||||||
SunGard Data Systems Inc. | |||||||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||||||
Income (loss) before income taxes | 133 | 22 | [2] | 5 | -424 | [3] | -264 | 72 | -92 | ||||||||||
Income (loss) from continuing operations | 102 | 11 | [2] | 3 | -323 | [3] | -207 | 46 | -43 | ||||||||||
Income (loss) from discontinued operations | -17 | -17 | 17 | -23 | |||||||||||||||
Net income (loss) | $102 | $11 | [2] | $3 | ($340) | [3] | ($224) | $63 | ($66) | ||||||||||
[1] | Gross profit equals revenue less cost of sales and direct operating expenses. | ||||||||||||||||||
[2] | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | ||||||||||||||||||
[3] | Includes a $339 million impairment charge of the trade name asset (see Note 1 of Notes to Consolidated Financial Statements) and a $61 million loss on extinguishment of debt (see Note 5 of Notes to Consolidated Financial Statements). | ||||||||||||||||||
[4] | During the second quarter of 2013, the Company completed a review of its accounting practices related to vacation pay obligations. In countries where the vacation policy stipulated that vacation days earned in the current year must be used in that same year, the Company adjusted its quarterly estimate of accrued vacation costs to better match expense recognition with amounts payable to employees when leaving the Company. The impact of the change in estimate was an aggregate decrease to costs and expenses of $10 million in the quarter ended June 30, 2013. The impact of this change was negligible for the full year since the balance would have naturally reversed, with a substantial majority of that reversal occurring during the fourth quarter. | ||||||||||||||||||
[5] | SunGard received approximately $12 million in proceeds related to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to an FS customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which now has been recognized, and a termination charge related to the customer contract. |
Quarterly_Financial_Data_Paren
Quarterly Financial Data (Parenthetical) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Jan. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||
Aggregate decrease to costs and expenses | $10 | ||||||
Proceeds related to a bankruptcy claim assigned and sold to a third party | 12 | ||||||
Trade name impairment charge | 339 | ||||||
Loss on extinguishment of debt | -15 | 61 | 6 | 82 | |||
Severance costs | $17 | ||||||
Reduction in workforce plan | 3.00% |
Schedule_of_Amounts_as_Origina
Schedule of Amounts as Originally Reported and as Revised for each of SCC, SCCII and SunGard (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other Comprehensive Income (Loss) | ($35) | $19 | $25 | ($73) | $19 | $43 |
Comprehensive income (loss) attributable to the non-controlling interest | -361 | -318 | -315 | 174 | 169 | 251 |
Comprehensive income (loss) | -469 | -88 | -274 | |||
Scenario, Previously Reported | ||||||
Other Comprehensive Income (Loss) | -110 | -63 | -57 | |||
Comprehensive income (loss) attributable to the non-controlling interest | -436 | -400 | -397 | |||
SunGard Capital Corp | ||||||
Comprehensive income (loss) | -493 | -408 | -365 | |||
SunGard Capital Corp | Scenario, Previously Reported | ||||||
Comprehensive income (loss) | ($568) | ($490) | ($447) |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental information: | |||
Cash paid for acquired businesses, net of cash acquired | $4 | $2 | $40 |
Computer Software, Intangible Asset | |||
Supplemental information: | |||
Cash paid for acquired businesses, net of cash acquired | 3 | 1 | 12 |
Customer base | |||
Supplemental information: | |||
Cash paid for acquired businesses, net of cash acquired | 1 | 12 | |
Goodwill | |||
Supplemental information: | |||
Cash paid for acquired businesses, net of cash acquired | 1 | 28 | |
Other Assets | |||
Supplemental information: | |||
Cash paid for acquired businesses, net of cash acquired | 1 | ||
Deferred Income Taxes | |||
Supplemental information: | |||
Cash paid for acquired businesses, net of cash acquired | -3 | ||
Business Acquisition Liability Assumed | |||
Supplemental information: | |||
Cash paid for acquired businesses, net of cash acquired | 1 | ||
Current Liabilities | |||
Supplemental information: | |||
Cash paid for acquired businesses, net of cash acquired | ($11) |
Supplemental_Cash_Flow_Informa3
Supplemental Cash Flow Information (Parenthetical) (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Cash paid for acquired businesses, cash acquired | $2 |
Supplemental_Guarantor_Condens2
Supplemental Guarantor Condensed Consolidating Financial Statements - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Percentage of each of the Guarantors owned by SunGard | 100.00% |
Supplemental_Condensed_Consoli
Supplemental Condensed Consolidating Balance Sheet (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
In Millions, unless otherwise specified | ||||||
Current: | ||||||
Cash and cash equivalents | $447 | $675 | ||||
Assets of discontinued operations | 2,516 | |||||
Total current assets | 1,249 | 3,975 | ||||
Property and equipment | 152 | 152 | ||||
Trade name | 672 | 1,019 | ||||
Deferred income taxes | 6 | 34 | ||||
Goodwill | 3,760 | 3,828 | ||||
Total Assets | 6,511 | 9,778 | ||||
Current: | ||||||
Short-term and current portion of long-term debt | 290 | |||||
Liabilities of discontinued operations | 799 | |||||
Total current liabilities | 998 | 2,100 | ||||
Long-term debt | 4,669 | 6,094 | ||||
Deferred and other income taxes | 616 | 746 | ||||
Other liabilities | 39 | 39 | ||||
Total liabilities | 6,322 | 8,979 | ||||
Total stockholder's equity | 92 | 695 | 614 | 1,375 | ||
Total Liabilities and Equity | 6,511 | 9,778 | ||||
Consolidation, Eliminations | ||||||
Current: | ||||||
Intercompany balances | -3,549 | -3,793 | ||||
Prepaid expenses, taxes and other current assets | -2 | [1] | -1,417 | [2] | ||
Assets of discontinued operations | -11 | |||||
Total current assets | -3,551 | -5,221 | ||||
Deferred income taxes | -69 | -30 | ||||
Intercompany balances | -356 | -323 | ||||
Investment in subsidiaries | -9,405 | -10,907 | ||||
Total Assets | -13,381 | -16,481 | ||||
Current: | ||||||
Intercompany balances | -3,549 | -3,793 | ||||
Accounts payable and other current liabilities | -2 | [1] | -1,417 | [2] | ||
Liabilities of discontinued operations | -11 | |||||
Total current liabilities | -3,551 | -5,221 | ||||
Intercompany debt | -356 | -323 | ||||
Deferred and other income taxes | -69 | -30 | ||||
Total liabilities | -3,976 | -5,574 | ||||
Total stockholder's equity | -9,405 | -10,907 | ||||
Total Liabilities and Equity | -13,381 | -16,481 | ||||
Parent | ||||||
Current: | ||||||
Cash and cash equivalents | 202 | 403 | ||||
Trade receivables, net | 1 | 7 | ||||
Prepaid expenses, taxes and other current assets | 32 | [1] | 1,455 | [2] | ||
Assets of discontinued operations | 18 | |||||
Total current assets | 235 | 1,883 | ||||
Intangible assets, net | 68 | 105 | ||||
Deferred income taxes | 69 | 30 | ||||
Intercompany balances | 194 | 220 | ||||
Investment in subsidiaries | 8,039 | 8,826 | ||||
Total Assets | 8,605 | 11,064 | ||||
Current: | ||||||
Short-term and current portion of long-term debt | 286 | |||||
Intercompany balances | 3,549 | 3,793 | ||||
Accounts payable and other current liabilities | 59 | 71 | ||||
Total current liabilities | 3,608 | 4,150 | ||||
Long-term debt | 4,529 | 5,894 | ||||
Intercompany debt | 162 | 103 | ||||
Deferred and other income taxes | 101 | 96 | ||||
Total liabilities | 8,400 | 10,243 | ||||
Total stockholder's equity | 205 | 821 | ||||
Total Liabilities and Equity | 8,605 | 11,064 | ||||
Guarantor Subsidiaries | ||||||
Current: | ||||||
Cash and cash equivalents | 1 | 4 | [3] | |||
Intercompany balances | 3,049 | 3,078 | [3] | |||
Trade receivables, net | 446 | [4] | 399 | [3],[5] | ||
Prepaid expenses, taxes and other current assets | 43 | 39 | [3] | |||
Assets of discontinued operations | 1,719 | [3] | ||||
Total current assets | 3,539 | 5,239 | [3] | |||
Property and equipment | 94 | 88 | [3] | |||
Intangible assets, net | 348 | 1,427 | [3] | |||
Trade name | 672 | |||||
Intercompany balances | 8 | 5 | [3] | |||
Goodwill | 3,099 | 3,097 | [3] | |||
Investment in subsidiaries | 1,366 | 2,081 | [3] | |||
Total Assets | 9,126 | 11,937 | [3] | |||
Current: | ||||||
Accounts payable and other current liabilities | 510 | [1] | 1,917 | [2],[3] | ||
Liabilities of discontinued operations | 565 | [3] | ||||
Total current liabilities | 510 | 2,482 | [3] | |||
Deferred and other income taxes | 559 | 622 | [3] | |||
Other liabilities | 18 | 7 | [3] | |||
Total liabilities | 1,087 | 3,111 | [3] | |||
Total stockholder's equity | 8,039 | 8,826 | [3] | |||
Total Liabilities and Equity | 9,126 | 11,937 | [3] | |||
Non-Guarantor Subsidiaries | ||||||
Current: | ||||||
Cash and cash equivalents | 244 | 268 | ||||
Intercompany balances | 500 | 715 | ||||
Trade receivables, net | 239 | 251 | ||||
Prepaid expenses, taxes and other current assets | 39 | 46 | ||||
Assets of discontinued operations | 790 | |||||
Total current assets | 1,022 | 2,070 | ||||
Property and equipment | 58 | 64 | ||||
Intangible assets, net | 262 | 291 | ||||
Intercompany balances | 154 | 98 | ||||
Goodwill | 661 | 731 | ||||
Total Assets | 2,157 | 3,254 | ||||
Current: | ||||||
Short-term and current portion of long-term debt | 4 | |||||
Accounts payable and other current liabilities | 427 | 438 | ||||
Liabilities of discontinued operations | 245 | |||||
Total current liabilities | 427 | 687 | ||||
Long-term debt | 140 | 200 | ||||
Intercompany debt | 194 | 220 | ||||
Deferred and other income taxes | 17 | 51 | ||||
Other liabilities | 13 | 15 | ||||
Total liabilities | 791 | 1,173 | ||||
Total stockholder's equity | 1,366 | 2,081 | ||||
Total Liabilities and Equity | 2,157 | 3,254 | ||||
SunGard Data Systems Inc. | ||||||
Current: | ||||||
Cash and cash equivalents | 447 | 675 | ||||
Trade receivables, net | 686 | 657 | ||||
Prepaid expenses, taxes and other current assets | 112 | 123 | ||||
Assets of discontinued operations | 2,516 | |||||
Total current assets | 1,245 | 3,971 | ||||
Property and equipment | 152 | 152 | ||||
Intangible assets, net | 678 | 1,823 | ||||
Trade name | 672 | 1,019 | ||||
Deferred income taxes | 6 | 34 | ||||
Goodwill | 3,760 | 3,828 | ||||
Total Assets | 6,507 | 9,774 | ||||
Current: | ||||||
Short-term and current portion of long-term debt | 290 | |||||
Accounts payable and other current liabilities | 994 | 1,009 | ||||
Liabilities of discontinued operations | 799 | |||||
Total current liabilities | 994 | 2,098 | ||||
Long-term debt | 4,669 | 6,094 | ||||
Deferred and other income taxes | 608 | 739 | ||||
Other liabilities | 31 | 22 | ||||
Total liabilities | 6,302 | 8,953 | ||||
Total stockholder's equity | 205 | 821 | 716 | 1,461 | ||
Total Liabilities and Equity | $6,507 | $9,774 | ||||
[1] | The Company pushed down tax liabilities associated with the consolidated and combined filings in U.S. federal, state, and local jurisdictions. During the first quarter of 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. | |||||
[2] | The Company pushes down tax liabilities associated with the consolidated and combined filings in U.S. federal, state and local jursidictions from the Parent Company to its Gurantor Subsidiaries. As these intercompany balances have not been historically settled, this entry eliminates the accumulated Parent Company income tax receivable balance with Gurantor Subisidiariesb income tax liability balance. | |||||
[3] | The Supplemental Condensed Consolidating Balance Sheet for the Guarantor Subsidiaries for December 31, 2013 has been revised to present investment in subsidiaries related to discontinued operations within the investment in subsidiary caption. The portion of the Guarantorbs investment in subsidiary which related to discontinued operations had previously been presented separately in the assets of discontinued operations caption. While these revisions have no impact on the previously reported total assets of the Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Guarantor Subsidiaries, assets of discontinued operations changed from $1,810 million to $1,719 million; total current assets changed from $5,330 million to $5,239 million; and investment in subsidiaries changed from $1,990 million to $2,081 million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Balance Sheet for any period. | |||||
[4] | This balance is primarily comprised of a receivable from the Companybs Accounts Receivable Financing subsidiary, which is a non-Guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. | |||||
[5] | This balance is primarily comprised of a receivable from the Companybs Accounts Receivable Financing subsidiary, which is a non-Guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $200 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. |
Supplemental_Condensed_Consoli1
Supplemental Condensed Consolidating Balance Sheet (Parenthetical) (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Financial Statements Captions [Line Items] | |||
Borrowings related to collateral pledged under receivables loan agreement | $140,000,000 | $200,000,000 | |
Assets of discontinued operations | 2,516,000,000 | ||
Total current assets | 1,249,000,000 | 3,975,000,000 | |
Intercompany non-cash adjustment for push-down of income tax balances | 1,500,000,000 | ||
Discontinued Operations | Scenario, Previously Reported | |||
Condensed Financial Statements Captions [Line Items] | |||
Assets of discontinued operations | 1,810,000,000 | ||
Total current assets | 5,330,000,000 | ||
Investment in subsidiaries | 1,990,000,000 | ||
Discontinued Operations | Restatement Adjustment | |||
Condensed Financial Statements Captions [Line Items] | |||
Assets of discontinued operations | 1,719,000,000 | ||
Total current assets | 5,239,000,000 | ||
Investment in subsidiaries | $2,081,000,000 |
Supplemental_Condensed_Consoli2
Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | ||||||||||||
In Millions, unless otherwise specified | Jan. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | |||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||||||
Total revenue | $2,809 | $2,761 | $2,808 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||
Depreciation and amortization | 107 | [1] | 104 | [1] | 96 | [1] | |||||||||||||
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | ||||||||||||||||
Trade name impairment charge | 339 | ||||||||||||||||||
Total costs and expenses | 2,723 | 2,357 | 2,460 | ||||||||||||||||
Operating income | 86 | 404 | 348 | ||||||||||||||||
Loss on extinguishment of debt | 15 | -61 | -6 | -82 | |||||||||||||||
Income (loss) from continuing operations before income taxes | -265 | 71 | -92 | ||||||||||||||||
Benefit from (provision for) income taxes | 57 | -26 | 49 | ||||||||||||||||
Income (loss) from continuing operations | -208 | 45 | -43 | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | 18 | 1 | 10 | -12 | -14 | 17 | -23 | ||||||||||||
Net income (loss) | -222 | 62 | -66 | ||||||||||||||||
Comprehensive income (loss) | -469 | -88 | -274 | ||||||||||||||||
Consolidation, Eliminations | |||||||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||||||
Total revenue | -456 | -405 | -384 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales and administrative expenses | -456 | -405 | -384 | ||||||||||||||||
Depreciation and amortization | 0 | ||||||||||||||||||
Amortization of acquisition-related intangible assets | 0 | ||||||||||||||||||
Trade name impairment charge | 0 | ||||||||||||||||||
Total costs and expenses | -456 | -405 | -384 | ||||||||||||||||
Operating income | 0 | ||||||||||||||||||
Net interest income (expense) | 0 | ||||||||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | -196 | -525 | -203 | ||||||||||||||||
Other income (expense) | 0 | ||||||||||||||||||
Income (loss) from continuing operations before income taxes | -196 | -525 | -203 | ||||||||||||||||
Benefit from (provision for) income taxes | 0 | ||||||||||||||||||
Income (loss) from continuing operations | -196 | -525 | -203 | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | 0 | ||||||||||||||||||
Net income (loss) | -196 | -525 | -203 | ||||||||||||||||
Comprehensive income (loss) | -95 | -549 | -257 | 200 | 100 | 95 | |||||||||||||
Parent | |||||||||||||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales and administrative expenses | 85 | 77 | 69 | ||||||||||||||||
Depreciation and amortization | 0 | ||||||||||||||||||
Amortization of acquisition-related intangible assets | 0 | 1 | 1 | ||||||||||||||||
Trade name impairment charge | 0 | ||||||||||||||||||
Total costs and expenses | 85 | 78 | 70 | ||||||||||||||||
Operating income | -85 | -78 | -70 | ||||||||||||||||
Net interest income (expense) | -272 | -300 | -331 | ||||||||||||||||
Loss on extinguishment of debt | -61 | ||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 96 | 376 | 71 | ||||||||||||||||
Other income (expense) | 0 | -6 | -82 | ||||||||||||||||
Income (loss) from continuing operations before income taxes | -322 | -8 | -412 | ||||||||||||||||
Benefit from (provision for) income taxes | 126 | 120 | 156 | ||||||||||||||||
Income (loss) from continuing operations | -196 | 112 | -256 | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | -28 | -49 | 190 | ||||||||||||||||
Net income (loss) | -224 | 63 | -66 | ||||||||||||||||
Comprehensive income (loss) | -297 | 82 | -23 | -315 | -318 | -361 | |||||||||||||
Guarantor Subsidiaries | |||||||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||||||
Total revenue | 2,000 | 1,908 | 1,936 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales and administrative expenses | 1,491 | 1,401 | 1,430 | ||||||||||||||||
Depreciation and amortization | 66 | 67 | 63 | ||||||||||||||||
Amortization of acquisition-related intangible assets | 92 | 134 | 165 | ||||||||||||||||
Trade name impairment charge | 339 | ||||||||||||||||||
Total costs and expenses | 1,988 | 1,602 | 1,658 | ||||||||||||||||
Operating income | 12 | 306 | 278 | ||||||||||||||||
Net interest income (expense) | -1 | ||||||||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 100 | 149 | 132 | ||||||||||||||||
Other income (expense) | 0 | -1 | |||||||||||||||||
Income (loss) from continuing operations before income taxes | 111 | 455 | 409 | ||||||||||||||||
Benefit from (provision for) income taxes | -22 | -96 | -96 | ||||||||||||||||
Income (loss) from continuing operations | 89 | 359 | 313 | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | 7 | 17 | -242 | ||||||||||||||||
Net income (loss) | 96 | 376 | 71 | ||||||||||||||||
Comprehensive income (loss) | 47 | 386 | 100 | -226 | -158 | -118 | |||||||||||||
Non-Guarantor Subsidiaries | |||||||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||||||
Total revenue | 1,265 | 1,258 | 1,256 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales and administrative expenses | 1,020 | 997 | 1,032 | ||||||||||||||||
Depreciation and amortization | 41 | 37 | 33 | ||||||||||||||||
Amortization of acquisition-related intangible assets | 44 | 47 | 51 | ||||||||||||||||
Trade name impairment charge | 0 | ||||||||||||||||||
Total costs and expenses | 1,105 | 1,081 | 1,116 | ||||||||||||||||
Operating income | 160 | 177 | 140 | ||||||||||||||||
Net interest income (expense) | -17 | -25 | -28 | ||||||||||||||||
Loss on extinguishment of debt | 0 | ||||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 0 | ||||||||||||||||||
Other income (expense) | 0 | -2 | 2 | ||||||||||||||||
Income (loss) from continuing operations before income taxes | 143 | 150 | 114 | ||||||||||||||||
Benefit from (provision for) income taxes | -47 | -50 | -11 | ||||||||||||||||
Income (loss) from continuing operations | 96 | 100 | 103 | ||||||||||||||||
Income (loss) from discontinued operations, net of tax | 4 | 49 | 29 | ||||||||||||||||
Net income (loss) | 100 | 149 | 132 | ||||||||||||||||
Comprehensive income (loss) | 48 | 163 | 157 | 26 | 58 | 23 | |||||||||||||
SunGard Data Systems Inc. | |||||||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||||||
Total revenue | 2,809 | 2,761 | 2,808 | ||||||||||||||||
Costs and expenses: | |||||||||||||||||||
Cost of sales and administrative expenses | 2,140 | 2,070 | 2,147 | ||||||||||||||||
Depreciation and amortization | 107 | 104 | 96 | ||||||||||||||||
Amortization of acquisition-related intangible assets | 136 | 182 | 217 | ||||||||||||||||
Trade name impairment charge | 339 | ||||||||||||||||||
Total costs and expenses | 2,722 | 2,356 | 2,460 | ||||||||||||||||
Operating income | 87 | 405 | 348 | ||||||||||||||||
Net interest income (expense) | -290 | -325 | -359 | ||||||||||||||||
Loss on extinguishment of debt | -61 | -6 | -82 | ||||||||||||||||
Equity in earnings of unconsolidated subsidiary | 0 | ||||||||||||||||||
Other income (expense) | 0 | -8 | -81 | ||||||||||||||||
Income (loss) from continuing operations before income taxes | -264 | 72 | -92 | ||||||||||||||||
Benefit from (provision for) income taxes | 57 | -26 | 49 | ||||||||||||||||
Income (loss) from continuing operations | -207 | 46 | -43 | -323 | [2] | 102 | 11 | [3] | 3 | ||||||||||
Income (loss) from discontinued operations, net of tax | -17 | 17 | -23 | -17 | |||||||||||||||
Net income (loss) | -224 | 63 | -66 | -340 | [2] | 102 | 11 | [3] | 3 | ||||||||||
Comprehensive income (loss) | ($297) | $82 | ($23) | ||||||||||||||||
[1] | Includes amortization of capitalized software. | ||||||||||||||||||
[2] | Includes a $339 million impairment charge of the trade name asset (see Note 1 of Notes to Consolidated Financial Statements) and a $61 million loss on extinguishment of debt (see Note 5 of Notes to Consolidated Financial Statements). | ||||||||||||||||||
[3] | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. |
Elimination_of_Cumulative_Fore
Elimination of Cumulative Foreign Currency Translation Loss (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | ($469) | ($88) | ($274) | |||
Parent | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | -315 | -318 | -361 | -297 | 82 | -23 |
Guarantor Subsidiaries | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | -226 | -158 | -118 | 47 | 386 | 100 |
Non-Guarantor Subsidiaries | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | 26 | 58 | 23 | 48 | 163 | 157 |
Scenario, Previously Reported | Parent | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | -397 | -400 | -436 | |||
Scenario, Previously Reported | Guarantor Subsidiaries | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | -259 | -191 | -151 | |||
Scenario, Previously Reported | Non-Guarantor Subsidiaries | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | -23 | 9 | -26 | |||
Consolidation, Eliminations | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | 200 | 100 | 95 | -95 | -549 | -257 |
Consolidation, Eliminations | Scenario, Previously Reported | ||||||
Condensed Financial Statements Captions [Line Items] | ||||||
Comprehensive income (loss) | $282 | $182 | $177 |
Supplemental_Condensed_Consoli3
Supplemental Condensed Consolidating Schedule of Cash Flows (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |||||||
Cash flow from operations: | ||||||||||||||||||
Net income (loss) | ($222) | $62 | ($66) | |||||||||||||||
Income (loss) from discontinued operations | 18 | 1 | 10 | -12 | -14 | 17 | -23 | |||||||||||
Income (loss) from continuing operations | -208 | 45 | -43 | |||||||||||||||
Cash flow from (used in) continuing operations | 332 | 421 | 287 | |||||||||||||||
Cash flow from (used in) discontinued operations | 33 | 324 | -43 | |||||||||||||||
Cash flow from (used in) operations | 365 | 745 | 244 | |||||||||||||||
Investment activities: | ||||||||||||||||||
Cash paid for acquired businesses, net of cash acquired | -4 | -2 | -40 | |||||||||||||||
Cash paid for property and equipment, and software | -143 | -111 | -97 | |||||||||||||||
Other investing activities | 1 | 1 | ||||||||||||||||
Cash provided by (used in) continuing operations | -147 | -112 | -136 | |||||||||||||||
Cash provided by (used in) discontinued operations | 7 | -146 | 1,597 | |||||||||||||||
Cash provided by (used in) investment activities | -140 | -258 | 1,461 | |||||||||||||||
Financing activities: | ||||||||||||||||||
Dividends paid | -2 | -3 | -724 | |||||||||||||||
Other financing activities | -11 | -7 | -14 | |||||||||||||||
Cash provided by (used in) continuing operations | -1,355 | -324 | -2,036 | |||||||||||||||
Cash provided by (used in) discontinued operations | 887 | -2 | -3 | |||||||||||||||
Cash provided by (used in) financing activities | -468 | -326 | -2,039 | |||||||||||||||
Effect of exchange rate changes on cash | -16 | -1 | 7 | |||||||||||||||
Beginning cash and cash equivalents | 546 | 706 | 546 | 873 | 706 | |||||||||||||
Ending cash and cash equivalents | 706 | 447 | 706 | 546 | 447 | |||||||||||||
Consolidation, Eliminations | ||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||
Net income (loss) | -196 | -525 | -203 | |||||||||||||||
Income (loss) from discontinued operations | 0 | |||||||||||||||||
Income (loss) from continuing operations | -196 | -525 | -203 | |||||||||||||||
Non cash adjustments | 196 | 525 | 203 | |||||||||||||||
Investment activities: | ||||||||||||||||||
Intercompany transactions | -152 | [1] | -352 | [2] | -1,771 | [3] | ||||||||||||
Cash provided by (used in) continuing operations | -152 | -352 | -1,771 | |||||||||||||||
Cash provided by (used in) investment activities | -152 | -352 | -1,771 | |||||||||||||||
Financing activities: | ||||||||||||||||||
Intercompany dividends of HE sale proceeds | 132 | 240 | 1,771 | |||||||||||||||
Intercompany debt borrowings (repayments) | 20 | |||||||||||||||||
Cash provided by (used in) continuing operations | 152 | 240 | 1,771 | |||||||||||||||
Cash provided by (used in) discontinued operations | 112 | |||||||||||||||||
Cash provided by (used in) financing activities | 152 | 352 | 1,771 | |||||||||||||||
Parent | ||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||
Net income (loss) | -224 | 63 | -66 | |||||||||||||||
Income (loss) from discontinued operations | -28 | -49 | 190 | |||||||||||||||
Income (loss) from continuing operations | -196 | 112 | -256 | |||||||||||||||
Non cash adjustments | 19 | -304 | 61 | |||||||||||||||
Changes in operating assets and liabilities | -124 | -104 | -192 | |||||||||||||||
Cash flow from (used in) continuing operations | -301 | -296 | -387 | |||||||||||||||
Cash flow from (used in) discontinued operations | -44 | -97 | -476 | |||||||||||||||
Cash flow from (used in) operations | -345 | [4] | -393 | [5] | -863 | [6],[7] | ||||||||||||
Investment activities: | ||||||||||||||||||
Intercompany transactions | 396 | [1] | 667 | [2] | 2,432 | [3] | ||||||||||||
Cash paid for property and equipment, and software | -2 | |||||||||||||||||
Other investing activities | -1 | |||||||||||||||||
Cash provided by (used in) continuing operations | 394 | 667 | 2,431 | |||||||||||||||
Cash provided by (used in) discontinued operations | 1,041 | 183 | 208 | |||||||||||||||
Cash provided by (used in) investment activities | 1,435 | 850 | 2,639 | |||||||||||||||
Financing activities: | ||||||||||||||||||
Net repayments of long-term debt | -1,269 | -253 | -1,277 | |||||||||||||||
Premium paid to retire debt | -48 | |||||||||||||||||
Dividends paid | -3 | -724 | ||||||||||||||||
Other financing activities | -18 | -36 | ||||||||||||||||
Other financing activities | -22 | |||||||||||||||||
Cash provided by (used in) continuing operations | -1,291 | -274 | -2,085 | |||||||||||||||
Cash provided by (used in) financing activities | -1,291 | -274 | -2,085 | |||||||||||||||
Increase (decrease) in cash and cash equivalents | -201 | 183 | -309 | |||||||||||||||
Beginning cash and cash equivalents | 220 | [8] | 403 | [8] | 220 | [8] | 529 | [8] | 403 | [8] | ||||||||
Ending cash and cash equivalents | 403 | [8] | 202 | 403 | [8] | 220 | [8] | 202 | ||||||||||
Guarantor Subsidiaries | ||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||
Net income (loss) | 96 | 376 | 71 | |||||||||||||||
Income (loss) from discontinued operations | 7 | 17 | -242 | |||||||||||||||
Income (loss) from continuing operations | 89 | 359 | 313 | |||||||||||||||
Non cash adjustments | 302 | 39 | 77 | |||||||||||||||
Changes in operating assets and liabilities | 85 | 121 | 122 | |||||||||||||||
Cash flow from (used in) continuing operations | 476 | 519 | 512 | |||||||||||||||
Cash flow from (used in) discontinued operations | 52 | 289 | 321 | |||||||||||||||
Cash flow from (used in) operations | 528 | [4] | 808 | [5] | 833 | [6],[7] | ||||||||||||
Investment activities: | ||||||||||||||||||
Intercompany transactions | -249 | [1] | -262 | [2] | -373 | [3] | ||||||||||||
Cash paid for acquired businesses, net of cash acquired | -4 | -2 | -31 | |||||||||||||||
Cash paid for property and equipment, and software | -89 | -73 | -67 | |||||||||||||||
Other investing activities | 1 | |||||||||||||||||
Cash provided by (used in) continuing operations | -342 | -337 | -470 | |||||||||||||||
Cash provided by (used in) discontinued operations | -41 | -289 | 1,422 | |||||||||||||||
Cash provided by (used in) investment activities | -383 | -626 | 952 | |||||||||||||||
Financing activities: | ||||||||||||||||||
Intercompany dividends of HE sale proceeds | -66 | -120 | -1,771 | |||||||||||||||
Net repayments of long-term debt | -1 | |||||||||||||||||
Cash provided by (used in) continuing operations | -66 | -120 | -1,772 | |||||||||||||||
Cash provided by (used in) discontinued operations | -80 | -57 | -1 | |||||||||||||||
Cash provided by (used in) financing activities | -146 | -177 | -1,773 | |||||||||||||||
Increase (decrease) in cash and cash equivalents | -1 | 5 | 12 | |||||||||||||||
Beginning cash and cash equivalents | -3 | [8] | 2 | [8] | -3 | [8] | -15 | [8] | 2 | [8] | ||||||||
Ending cash and cash equivalents | 2 | [8] | 1 | 2 | [8] | -3 | [8] | 1 | ||||||||||
Non-Guarantor Subsidiaries | ||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||
Net income (loss) | 100 | 149 | 132 | |||||||||||||||
Income (loss) from discontinued operations | 4 | 49 | 29 | |||||||||||||||
Income (loss) from continuing operations | 96 | 100 | 103 | |||||||||||||||
Non cash adjustments | 81 | 84 | 65 | |||||||||||||||
Changes in operating assets and liabilities | -20 | 15 | -6 | |||||||||||||||
Cash flow from (used in) continuing operations | 157 | 199 | 162 | |||||||||||||||
Cash flow from (used in) discontinued operations | 25 | 132 | 112 | |||||||||||||||
Cash flow from (used in) operations | 182 | [4] | 331 | [5] | 274 | [6],[7] | ||||||||||||
Investment activities: | ||||||||||||||||||
Intercompany transactions | 5 | [1] | -53 | [2] | -288 | [3] | ||||||||||||
Cash paid for acquired businesses, net of cash acquired | -9 | |||||||||||||||||
Cash paid for property and equipment, and software | -52 | -38 | -30 | |||||||||||||||
Other investing activities | 1 | 1 | ||||||||||||||||
Cash provided by (used in) continuing operations | -47 | -90 | -326 | |||||||||||||||
Cash provided by (used in) discontinued operations | -993 | -40 | -33 | |||||||||||||||
Cash provided by (used in) investment activities | -1,040 | -130 | -359 | |||||||||||||||
Financing activities: | ||||||||||||||||||
Intercompany dividends of HE sale proceeds | -66 | -120 | ||||||||||||||||
Intercompany debt borrowings (repayments) | -20 | |||||||||||||||||
Net repayments of long-term debt | -64 | -51 | 50 | |||||||||||||||
Cash provided by (used in) continuing operations | -150 | -171 | 50 | |||||||||||||||
Cash provided by (used in) discontinued operations | 967 | -57 | -2 | |||||||||||||||
Cash provided by (used in) financing activities | 817 | -228 | 48 | |||||||||||||||
Effect of exchange rate changes on cash | -16 | -1 | 7 | |||||||||||||||
Increase (decrease) in cash and cash equivalents | -57 | -28 | -30 | |||||||||||||||
Beginning cash and cash equivalents | 329 | [8] | 301 | [8] | 329 | [8] | 359 | [8] | 301 | [8] | ||||||||
Ending cash and cash equivalents | 301 | [8] | 244 | 301 | [8] | 329 | [8] | 244 | ||||||||||
SunGard Data Systems Inc. | ||||||||||||||||||
Cash flow from operations: | ||||||||||||||||||
Net income (loss) | -224 | 63 | -66 | 102 | 11 | [9] | 3 | -340 | [10] | |||||||||
Income (loss) from discontinued operations | -17 | 17 | -23 | -17 | ||||||||||||||
Income (loss) from continuing operations | -207 | 46 | -43 | 102 | 11 | [9] | 3 | -323 | [10] | |||||||||
Non cash adjustments | 598 | 344 | 406 | |||||||||||||||
Changes in operating assets and liabilities | -59 | 32 | -76 | |||||||||||||||
Cash flow from (used in) continuing operations | 332 | 422 | 287 | |||||||||||||||
Cash flow from (used in) discontinued operations | 33 | 324 | -43 | |||||||||||||||
Cash flow from (used in) operations | 365 | [4] | 746 | [5] | 244 | [6],[7] | ||||||||||||
Investment activities: | ||||||||||||||||||
Cash paid for acquired businesses, net of cash acquired | -4 | -2 | -40 | |||||||||||||||
Cash paid for property and equipment, and software | -143 | -111 | -97 | |||||||||||||||
Other investing activities | 1 | 1 | ||||||||||||||||
Cash provided by (used in) continuing operations | -147 | -112 | -136 | |||||||||||||||
Cash provided by (used in) discontinued operations | 7 | -146 | 1,597 | |||||||||||||||
Cash provided by (used in) investment activities | -140 | -258 | 1,461 | |||||||||||||||
Financing activities: | ||||||||||||||||||
Net repayments of long-term debt | -1,333 | -304 | -1,228 | |||||||||||||||
Premium paid to retire debt | -48 | |||||||||||||||||
Dividends paid | -2 | -3 | -724 | |||||||||||||||
Other financing activities | -20 | -18 | -36 | |||||||||||||||
Other financing activities | -22 | |||||||||||||||||
Cash provided by (used in) continuing operations | -1,355 | -325 | -2,036 | |||||||||||||||
Cash provided by (used in) discontinued operations | 887 | -2 | -3 | |||||||||||||||
Cash provided by (used in) financing activities | -468 | -327 | -2,039 | |||||||||||||||
Effect of exchange rate changes on cash | -16 | -1 | 7 | |||||||||||||||
Increase (decrease) in cash and cash equivalents | -259 | 160 | -327 | |||||||||||||||
Beginning cash and cash equivalents | 546 | [8] | 706 | [8] | 546 | [8] | 873 | [8] | 706 | [8] | ||||||||
Ending cash and cash equivalents | $706 | [8] | $447 | $706 | [8] | $546 | [8] | $447 | ||||||||||
[1] | In the fourth quarter of 2014, the Company went through a process to dissolver or merge eight legal entities. As a result, approximately $179 million of intercompany balances between the Parent and Non-Guarantor were settled through non-cash transactions. | |||||||||||||||||
[2] | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital. | |||||||||||||||||
[3] | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital, including the cash dividend of $1.8 billion from Guarantor Subsidiaries to Parent in connection with the sale of our Higher Education business. Additionally, during 2012, the company settled $2.5 billion of inter-company balances through a series of non-cash dividend and return of capital transactions. These settlements reduced inter-company payable or receivable balances between Parent Company and Guarantor Subsidiaries, with a related increase or decrease in investment in subsidiary or equity accounts and, therefore, these transactions are not reflected in the Supplemental Condensed Consolidating Schedule of Cash Flows presented above. | |||||||||||||||||
[4] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. | |||||||||||||||||
[5] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2013, the Parent Company allocated approximately $164 million of tax liabilities to its Guarantor Subsidiaries | |||||||||||||||||
[6] | The Supplemental Condensed Consolidating Schedule of Cash Flows for the year ended December 31, 2012 has been revised to correct the presentation of taxes paid and related intercompany transactions for the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries. While these revisions had no impact on the previously reported total cash flows of the Parent Company, Guarantor Subsidiaries or Non-Guarantor Subsidiaries, the corrections resulted in the following changes to previously reported amounts: For the Parent Company, cash flow from (used in) operations changed from $(881) million to $(863) million and cash provided by (used in) investment activities changed from $2,657 million to $2,639 million. For the Guarantor Subsidiaries, cash flow from (used in) operations changed from $847 million to $833 million and cash provided by (used in) investment activities changed from $938 million to $952 million. For the Non-Guarantor Subsidiaries, cash flow from (used in) operations changed from $278 million to $274 million and cash provided by (used in) investment activities changed from $(363) million to $(359) million. These revisions had no impact on the consolidated financial statements of the Company, the Supplemental Condensed Consolidating Balance Sheet, or the Supplemental Condensed Consolidating Schedule of Comprehensive Income. | |||||||||||||||||
[7] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2012, the Parent Company allocated approximately $191 million of tax liabilities to its Guarantor Subsidiaries. | |||||||||||||||||
[8] | Includes cash of discontinued operations. | |||||||||||||||||
[9] | During the three months ended September 30, 2014, the Company recorded a $17 million severance charge related to a workforce reduction plan to reduce headcount by approximately 3% of the total workforce. | |||||||||||||||||
[10] | Includes a $339 million impairment charge of the trade name asset (see Note 1 of Notes to Consolidated Financial Statements) and a $61 million loss on extinguishment of debt (see Note 5 of Notes to Consolidated Financial Statements). |
Supplemental_Condensed_Consoli4
Supplemental Condensed Consolidating Schedule of Cash Flows (Parenthetical) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Settlement of inter-company balances through non-cash dividend and return of capital | $2,500,000,000 | |||||||
Cash flow from (used in) operations | 365,000,000 | 745,000,000 | 244,000,000 | |||||
Cash provided by (used in) investment activities | -140,000,000 | -258,000,000 | 1,461,000,000 | |||||
Accrued income taxes | 12,000,000 | 7,000,000 | -52,000,000 | |||||
Intercompany non-cash adjustment for push-down of income tax balances | 1,500,000,000 | |||||||
Non-cash intercompany settlement transactions | 179,000,000 | |||||||
Parent | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash dividend | 1,800,000,000 | |||||||
Cash flow from (used in) operations | -345,000,000 | [1] | -393,000,000 | [2] | -863,000,000 | [3],[4] | ||
Cash provided by (used in) investment activities | 1,435,000,000 | 850,000,000 | 2,639,000,000 | |||||
Parent | Scenario, Previously Reported | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash flow from (used in) operations | -881,000,000 | |||||||
Cash provided by (used in) investment activities | 2,657,000,000 | |||||||
Parent | Restatement Adjustment | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash flow from (used in) operations | -863,000,000 | |||||||
Cash provided by (used in) investment activities | 2,639,000,000 | |||||||
Guarantor Subsidiaries | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash flow from (used in) operations | 528,000,000 | [1] | 808,000,000 | [2] | 833,000,000 | [3],[4] | ||
Cash provided by (used in) investment activities | -383,000,000 | -626,000,000 | 952,000,000 | |||||
Accrued income taxes | 145,000,000 | 164,000,000 | 191,000,000 | |||||
Guarantor Subsidiaries | Scenario, Previously Reported | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash flow from (used in) operations | 847,000,000 | |||||||
Cash provided by (used in) investment activities | 938,000,000 | |||||||
Guarantor Subsidiaries | Restatement Adjustment | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash flow from (used in) operations | 833,000,000 | |||||||
Cash provided by (used in) investment activities | 952,000,000 | |||||||
Non-Guarantor Subsidiaries | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash flow from (used in) operations | 182,000,000 | [1] | 331,000,000 | [2] | 274,000,000 | [3],[4] | ||
Cash provided by (used in) investment activities | -1,040,000,000 | -130,000,000 | -359,000,000 | |||||
Non-Guarantor Subsidiaries | Scenario, Previously Reported | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash flow from (used in) operations | 278,000,000 | |||||||
Cash provided by (used in) investment activities | -363,000,000 | |||||||
Non-Guarantor Subsidiaries | Restatement Adjustment | ||||||||
Condensed Financial Statements Captions [Line Items] | ||||||||
Cash flow from (used in) operations | 274,000,000 | |||||||
Cash provided by (used in) investment activities | ($359,000,000) | |||||||
[1] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. | |||||||
[2] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2013, the Parent Company allocated approximately $164 million of tax liabilities to its Guarantor Subsidiaries | |||||||
[3] | The Supplemental Condensed Consolidating Schedule of Cash Flows for the year ended December 31, 2012 has been revised to correct the presentation of taxes paid and related intercompany transactions for the Parent Company, Guarantor Subsidiaries and Non-Guarantor Subsidiaries. While these revisions had no impact on the previously reported total cash flows of the Parent Company, Guarantor Subsidiaries or Non-Guarantor Subsidiaries, the corrections resulted in the following changes to previously reported amounts: For the Parent Company, cash flow from (used in) operations changed from $(881) million to $(863) million and cash provided by (used in) investment activities changed from $2,657 million to $2,639 million. For the Guarantor Subsidiaries, cash flow from (used in) operations changed from $847 million to $833 million and cash provided by (used in) investment activities changed from $938 million to $952 million. For the Non-Guarantor Subsidiaries, cash flow from (used in) operations changed from $278 million to $274 million and cash provided by (used in) investment activities changed from $(363) million to $(359) million. These revisions had no impact on the consolidated financial statements of the Company, the Supplemental Condensed Consolidating Balance Sheet, or the Supplemental Condensed Consolidating Schedule of Comprehensive Income. | |||||||
[4] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the year ended December 31, 2012, the Parent Company allocated approximately $191 million of tax liabilities to its Guarantor Subsidiaries. |