Supplemental Guarantor Condensed Consolidating Financial Statements | 6 Months Ended |
Jun. 30, 2014 |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' |
14. 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. 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 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 June 30, 2014, and for the three and six month periods ended June 30, 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 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for 2013. |
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| 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 Stockholders' 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 related 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 stockholders' equity | | 821 | | | | 8,826 | | | | 2,081 | | | | (10,907 | ) | | | 821 | |
Total Liabilities and Stockholders' Equity | $ | 11,064 | | | $ | 11,937 | | | $ | 3,254 | | | $ | (16,481 | ) | | $ | 9,774 | |
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(a) | This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, 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. | | | | | | | | | | | | | | | | | | |
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| Supplemental Condensed Consolidating Balance Sheet | |
(in millions) | 30-Jun-14 | |
| | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
Assets | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | $ | 30 | | | $ | 1 | | | $ | 283 | | | $ | - | | | $ | 314 | |
Intercompany balances | | - | | | | 2,814 | | | | 657 | | | | (3,471 | ) | | | - | |
Trade receivables, net | | 12 | | | | 368 | | (a) | | 160 | | | | - | | | | 540 | |
Prepaid expenses, taxes and other current assets | | 65 | | (b) | | 46 | | | | 41 | | | | (6 | ) | (b) | | 146 | |
Total current assets | | 107 | | | | 3,229 | | | | 1,141 | | | | (3,477 | ) | | | 1,000 | |
Property and equipment, net | | - | | | | 89 | | | | 63 | | | | - | | | | 152 | |
Intangible assets, net | | 72 | | | | 1,041 | | | | 283 | | | | - | | | | 1,396 | |
Deferred income taxes | | 13 | | | | - | | | | - | | | | (13 | ) | | | - | |
Intercompany balances | | 220 | | | | 6 | | | | 131 | | | | (357 | ) | | | - | |
Goodwill | | - | | | | 3,095 | | | | 732 | | | | - | | | | 3,827 | |
Investment in subsidiaries | | 8,038 | | | | 1,578 | | | | - | | | | (9,616 | ) | | | - | |
Total Assets | $ | 8,450 | | | $ | 9,038 | | | $ | 2,350 | | | $ | (13,463 | ) | | $ | 6,375 | |
| | | | | | | | | | | | | | | | | | | |
Liabilities and Stockholders' Equity | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | |
Short-term and current portion of long-term debt | $ | - | | | $ | - | | | $ | 2 | | | $ | - | | | $ | 2 | |
Intercompany balances | | 3,471 | | | | - | | | | - | | | | (3,471 | ) | | | - | |
Accounts payable and other current liabilities | | 48 | | | | 467 | | (b) | | 353 | | | | (6 | ) | (b) | | 862 | |
Total current liabilities | | 3,519 | | | | 467 | | | | 355 | | | | (3,477 | ) | | | 864 | |
Long-term debt | | 4,529 | | | | - | | | | 140 | | | | - | | | | 4,669 | |
Intercompany debt | | 137 | | | | - | | | | 220 | | | | (357 | ) | | | - | |
Deferred and other income taxes | | 96 | | | | 515 | | | | 43 | | | | (13 | ) | | | 641 | |
Other liabilities | | - | | | | 18 | | | | 14 | | | | - | | | | 32 | |
Total liabilities | | 8,281 | | | | 1,000 | | | | 772 | | | | (3,847 | ) | | | 6,206 | |
Total stockholders' equity | | 169 | | | | 8,038 | | | | 1,578 | | | | (9,616 | ) | | | 169 | |
Total Liabilities and Stockholders' Equity | $ | 8,450 | | | $ | 9,038 | | | $ | 2,350 | | | $ | (13,463 | ) | | $ | 6,375 | |
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(a)This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, 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. |
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| Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | |
(in millions) | Three Months Ended June 30, 2013 | |
| | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | |
Total revenue | $ | - | | | $ | 468 | | | $ | 306 | | | $ | (102 | ) | | $ | 672 | |
| | | | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of sales and administrative expenses | | 22 | | | | 347 | | | | 242 | | | | (102 | ) | | | 509 | |
Depreciation and amortization | | - | | | | 16 | | | | 9 | | | | - | | | | 25 | |
Amortization of acquisition-related intangible assets | | 1 | | | | 34 | | | | 12 | | | | - | | | | 47 | |
Total costs and expenses | | 23 | | | | 397 | | | | 263 | | | | (102 | ) | | | 581 | |
Operating income (loss) | | (23 | ) | | | 71 | | | | 43 | | | | - | | | | 91 | |
Net interest income (expense) | | (72 | ) | | | - | | | | (7 | ) | | | - | | | | (79 | ) |
Equity in earnings of unconsolidated subsidiary | | 94 | | | | 47 | | | | - | | | | (141 | ) | | | - | |
Other income (expense) | | - | | | | - | | | | (2 | ) | | | - | | | | (2 | ) |
Income (loss) from continuing operations before income | | (1 | ) | | | 118 | | | | 34 | | | | (141 | ) | | | 10 | |
taxes |
Benefit from (provision for) income taxes | | 29 | | | | (31 | ) | | | (3 | ) | | | - | | | | (5 | ) |
Income (loss) from continuing operations | | 28 | | | | 87 | | | | 31 | | | | (141 | ) | | | 5 | |
Income (loss) from discontinued operations, net of tax | | (13 | ) | | | 7 | | | | 16 | | | | - | | | | 10 | |
Net income (loss) | $ | 15 | | | $ | 94 | | | $ | 47 | | | $ | (141 | ) | | $ | 15 | |
Comprehensive income (loss) | $ | 11 | | | $ | 87 | | | $ | 40 | | | $ | (127 | ) | | $ | 11 | |
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| Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | |
(in millions) | Three Months Ended June 30, 2014 | |
| | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | |
Total revenue | $ | - | | | $ | 479 | | | $ | 316 | | | $ | (122 | ) | | $ | 673 | |
| | | | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of sales and administrative expenses | | 23 | | | | 377 | | | | 250 | | | | (122 | ) | | | 528 | |
Depreciation and amortization | | - | | | | 16 | | | | 11 | | | | - | | | | 27 | |
Amortization of acquisition-related intangible assets | | - | | | | 29 | | | | 12 | | | | - | | | | 41 | |
Total costs and expenses | | 23 | | | | 422 | | | | 273 | | | | (122 | ) | | | 596 | |
Operating income (loss) | | (23 | ) | | | 57 | | | | 43 | | | | - | | | | 77 | |
Net interest income (expense) | | (67 | ) | | | - | | | | (5 | ) | | | - | | | | (72 | ) |
Equity in earnings of unconsolidated subsidiary | | 65 | | | | 29 | | | | - | | | | (94 | ) | | | - | |
Other income (expense) | | - | | | | - | | | | - | | | | - | | | | - | |
Income (loss) from continuing operations before income | | (25 | ) | | | 86 | | | | 38 | | | | (94 | ) | | | 5 | |
taxes |
Benefit from (provision for) income taxes | | 28 | | | | (21 | ) | | | (9 | ) | | | - | | | | (2 | ) |
Income (loss) from continuing operations | | 3 | | | | 65 | | | | 29 | | | | (94 | ) | | | 3 | |
Income (loss) from discontinued operations, net of tax | | - | | | | - | | | | - | | | | - | | | | - | |
Net income (loss) | $ | 3 | | | $ | 65 | | | $ | 29 | | | $ | (94 | ) | | $ | 3 | |
Comprehensive income (loss) | $ | (3 | ) | | $ | 68 | | | $ | 32 | | | $ | (100 | ) | | $ | (3 | ) |
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| Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | |
(in millions) | Six Months Ended June 30, 2013 | |
| | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | |
Total revenue | $ | - | | | $ | 918 | | | $ | 577 | | | $ | (184 | ) | | $ | 1,311 | |
| | | | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of sales and administrative expenses | | 43 | | | | 685 | | | | 489 | | | | (184 | ) | | | 1,033 | |
Depreciation and amortization | | - | | | | 31 | | | | 18 | | | | - | | | | 49 | |
Amortization of acquisition-related intangible assets | | 1 | | | | 70 | | | | 24 | | | | - | | | | 95 | |
Total costs and expenses | | 44 | | | | 786 | | | | 531 | | | | (184 | ) | | | 1,177 | |
Operating income (loss) | | (44 | ) | | | 132 | | | | 46 | | | | - | | | | 134 | |
Net interest income (expense) | | (156 | ) | | | - | | | | (13 | ) | | | - | | | | (169 | ) |
Equity in earnings of unconsolidated subsidiary | | 135 | | | | 55 | | | | - | | | | (190 | ) | | | - | |
Other income (expense) | | (5 | ) | | | - | | | | (2 | ) | | | - | | | | (7 | ) |
Income (loss) from continuing operations before income | | (70 | ) | | | 187 | | | | 31 | | | | (190 | ) | | | (42 | ) |
taxes |
Benefit from (provision for) income taxes | | 62 | | | | (61 | ) | | | 11 | | | | - | | | | 12 | |
Income (loss) from continuing operations | | (8 | ) | | | 126 | | | | 42 | | | | (190 | ) | | | (30 | ) |
Income (loss) from discontinued operations, net of tax | | (24 | ) | | | 9 | | | | 13 | | | | - | | | | (2 | ) |
Net income (loss) | $ | (32 | ) | | $ | 135 | | | $ | 55 | | | $ | (190 | ) | | $ | (32 | ) |
Comprehensive income (loss) | $ | (80 | ) | | $ | 88 | | | $ | 14 | | | $ | (102 | ) | | $ | (80 | ) |
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| Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | |
(in millions) | Six Months Ended June 30, 2014 | |
| | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | |
Total revenue | $ | - | | | $ | 950 | | | $ | 584 | | | $ | (208 | ) | | $ | 1,326 | |
| | | | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of sales and administrative expenses | | 48 | | | | 733 | | | | 491 | | | | (208 | ) | | | 1,064 | |
Depreciation and amortization | | - | | | | 31 | | | | 20 | | | | - | | | | 51 | |
Amortization of acquisition-related intangible assets | | - | | | | 59 | | | | 25 | | | | - | | | | 84 | |
Trade name impairment charges | | - | | | | 339 | | | | - | | | | - | | | | 339 | |
Total costs and expenses | | 48 | | | | 1,162 | | | | 536 | | | | (208 | ) | | | 1,538 | |
Operating income (loss) | | (48 | ) | | | (212 | ) | | | 48 | | | | - | | | | (212 | ) |
Net interest income (expense) | | (136 | ) | | | - | | | | (10 | ) | | | - | | | | (146 | ) |
Equity in earnings of unconsolidated subsidiary | | (133 | ) | | | 36 | | | | - | | | | 97 | | | | - | |
Other income (expense) | | (61 | ) | | | - | | | | - | | | | - | | | | (61 | ) |
Income (loss) from continuing operations before income | | (378 | ) | | | (176 | ) | | | 38 | | | | 97 | | | | (419 | ) |
taxes |
Benefit from (provision for) income taxes | | 68 | | | | 42 | | | | (11 | ) | | | - | | | | 99 | |
Income (loss) from continuing operations | | (310 | ) | | | (134 | ) | | | 27 | | | | 97 | | | | (320 | ) |
Income (loss) from discontinued operations, net of tax | | (27 | ) | | | 1 | | | | 9 | | | | - | | | | (17 | ) |
Net income (loss) | $ | (337 | ) | | $ | (133 | ) | | $ | 36 | | | $ | 97 | | | $ | (337 | ) |
Comprehensive income (loss) | $ | (400 | ) | | $ | (191 | ) | | $ | 9 | | | $ | 182 | | | $ | (400 | ) |
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| Supplemental Condensed Consolidating Schedule of Cash Flows | |
(in millions) | Six Months Ended June 30, 2013 | |
| | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | |
Cash flow from operations: | | | | | | | | | | | | | | | | | | | |
Net income (loss) | $ | (32 | ) | | $ | 135 | | | $ | 55 | | | $ | (190 | ) | | $ | (32 | ) |
Income (loss) from discontinued operations | | (24 | ) | | | 9 | | | | 13 | | | | - | | | | (2 | ) |
Income (loss) from continuing operations | | (8 | ) | | | 126 | | | | 42 | | | | (190 | ) | | | (30 | ) |
Non cash adjustments | | (88 | ) | | | 37 | | | | 43 | | | | 190 | | | | 182 | |
Changes in operating assets and liabilities | | (64 | ) | | | 57 | | | | (9 | ) | | | - | | | | (16 | ) |
Cash flow from (used in) continuing operations | | (160 | ) | | | 220 | | | | 76 | | | | - | | | | 136 | |
Cash flow from (used in) discontinued operations | | (52 | ) | | | 149 | | | | 73 | | | | - | | | | 170 | |
Cash flow from (used in) operations (a) | | (212 | ) | | | 369 | | | | 149 | | | | - | | | | 306 | |
| | | | | | | | | | | | | | | | | | | |
Investment activities: | | | | | | | | | | | | | | | | | | | |
Intercompany transactions | | 201 | | | | (144 | ) | | | 23 | | | | (80 | ) | | | - | |
Cash paid for acquired businesses, net of cash acquired | | - | | | | (1 | ) | | | - | | | | - | | | | (1 | ) |
Cash paid for property and equipment and software | | - | | | | (31 | ) | | | (15 | ) | | | - | | | | (46 | ) |
Other investing activities | | - | | | | - | | | | - | | | | - | | | | - | |
Cash provided by (used in) continuing operations | | 201 | | | | (176 | ) | | | 8 | | | | (80 | ) | | | (47 | ) |
Cash provided by (used in) discontinued operations | | 134 | | | | (124 | ) | | | (14 | ) | | | (50 | ) | | | (54 | ) |
Cash provided by (used in) investment activities | | 335 | | | | (300 | ) | | | (6 | ) | | | (130 | ) | | | (101 | ) |
| | | | | | | | | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | | | | | | | | |
Intercompany dividends | | - | | | | (40 | ) | | | (40 | ) | | | 80 | | | | - | |
Net repayments of long-term debt | | (136 | ) | | | - | | | | (50 | ) | | | - | | | | (186 | ) |
Other financing activities | | (15 | ) | | | - | | | | - | | | | - | | | | (15 | ) |
Cash provided by (used in) continuing operations | | (151 | ) | | | (40 | ) | | | (90 | ) | | | 80 | | | | (201 | ) |
Cash provided by (used in) discontinued operations | | - | | | | (25 | ) | | | (25 | ) | | | 50 | | | | - | |
Cash provided by (used in) financing activities | | (151 | ) | | | (65 | ) | | | (115 | ) | | | 130 | | | | (201 | ) |
| | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | - | | | | - | | | | (12 | ) | | | - | | | | (12 | ) |
| | | | | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | (28 | ) | | | 4 | | | | 16 | | | | - | | | | (8 | ) |
Beginning cash and cash equivalents (b) | | 220 | | | | (3 | ) | | | 329 | | | | - | | | | 546 | |
Ending cash and cash equivalents (b) | $ | 192 | | | $ | 1 | | | $ | 345 | | | $ | - | | | $ | 538 | |
(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 the six months ended June 30, 2013, the Parent Company allocated approximately $106 million of tax liabilities to its Guarantor Subsidiaries. | | | | | | | | | | | | | | | | | | |
(b) | Includes cash of discontinued operations | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | |
| Supplemental Condensed Consolidating Schedule of Cash Flows | |
(in millions) | Six Months Ended June 30, 2014 | |
| | | | | | | | | | | | | | | | | | | |
| Parent | | | Guarantor | | | Non-Guarantor | | | | | | | | | |
| Company | | | Subsidiaries | | | Subsidiaries | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | |
Cash flow from operations: | | | | | | | | | | | | | | | | | | | |
Net income (loss) | $ | (337 | ) | | $ | (133 | ) | | $ | 36 | | | $ | 97 | | | $ | (337 | ) |
Income (loss) from discontinued operations | | (27 | ) | | | 1 | | | | 9 | | | | - | | | | (17 | ) |
Income (loss) from continuing operations | | (310 | ) | | | (134 | ) | | | 27 | | | | 97 | | | | (320 | ) |
Non cash adjustments | | 238 | | | | 291 | | | | 43 | | | | (97 | ) | | | 475 | |
Changes in operating assets and liabilities | | (98 | ) | | | 46 | | | | (17 | ) | | | - | | | | (69 | ) |
Cash flow from (used in) continuing operations | | (170 | ) | | | 203 | | | | 53 | | | | - | | | | 86 | |
Cash flow from (used in) discontinued operations | | (43 | ) | | | 52 | | | | 25 | | | | - | | | | 34 | |
Cash flow from (used in) operations (a) | | (213 | ) | | | 255 | | | | 78 | | | | - | | | | 120 | |
| | | | | | | | | | | | | | | | | | | |
Investment activities: | | | | | | | | | | | | | | | | | | | |
Intercompany transactions | | 85 | | | | (75 | ) | | | 38 | | | | (48 | ) | | | - | |
Cash paid for property and equipment and software | | (1 | ) | | | (36 | ) | | | (21 | ) | | | - | | | | (58 | ) |
Cash provided by (used in) continuing operations | | 84 | | | | (111 | ) | | | 17 | | | | (48 | ) | | | (58 | ) |
Cash provided by (used in) discontinued operations | | 1,041 | | | | (41 | ) | | | (995 | ) | | | - | | | | 5 | |
Cash provided by (used in) investment activities | | 1,125 | | | | (152 | ) | | | (978 | ) | | | (48 | ) | | | (53 | ) |
| | | | | | | | | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | | | | | | | | |
Intercompany dividends | | - | | | | (24 | ) | | | (24 | ) | | | 48 | | | | - | |
Net repayments of long-term debt | | (1,269 | ) | | | - | | | | (62 | ) | | | - | | | | (1,331 | ) |
Other financing activities | | (16 | ) | | | - | | | | - | | | | - | | | | (16 | ) |
Cash provided by (used in) continuing operations | | (1,285 | ) | | | (24 | ) | | | (86 | ) | | | 48 | | | | (1,347 | ) |
Cash provided by (used in) discontinued operations | | - | | | | (80 | ) | | | 967 | | | | - | | | | 887 | |
Cash provided by (used in) financing activities | | (1,285 | ) | | | (104 | ) | | | 881 | | | | 48 | | | | (460 | ) |
| | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | - | | | | - | | | | 1 | | | | - | | | | 1 | |
| | | | | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | | (373 | ) | | | (1 | ) | | | (18 | ) | | | - | | | | (392 | ) |
Beginning cash and cash equivalents (b) | | 403 | | | | 2 | | | | 301 | | | | - | | | | 706 | |
Ending cash and cash equivalents | $ | 30 | | | $ | 1 | | | $ | 283 | | | $ | - | | | $ | 314 | |
(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 the six months ended June 30, 2014, the Parent Company allocated approximately $96 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 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 | | | | | | | | | | | | | | | | | | |