Supplemental Guarantor Condensed Consolidating Financial Statements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' | ' |
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13. Supplemental Guarantor Condensed Consolidating Financial Statements: | 17. Supplemental Guarantor Condensed Consolidating Financial Statements: |
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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 a senior unsecured 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. | 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. |
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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 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: |
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| • | | The sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets; | | | | | | | | | | | | | | | | | | | • | | The sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets; | | | | | | | | | | | | | | | | | |
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| • | | Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants; | | | | | | | | | | | | | | | | | | | • | | Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants; | | | | | | | | | | | | | | | | | |
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| • | | Release or discharge of the Guarantor’s guarantee of certain other indebtedness; or | | | | | | | | | | | | | | | | | | | • | | Release or discharge of the Guarantor’s guarantee of certain other indebtedness; or | | | | | | | | | | | | | | | | | |
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| • | | Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. | | | | | | | | | | | | | | | | | | | • | | Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. | | | | | | | | | | | | | | | | | |
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As a result of the split-off, all U.S. subsidiaries of AS were removed as guarantors as of March 31, 2014. | |
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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 March 31, 2014, and for the three month periods ended March 31, 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. | 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, 2012 and 2013, and for the years ended December 31, 2011, 2012 and 2013 to arrive at the information for SunGard on a consolidated basis. |
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| | Supplemental Condensed Consolidating Balance Sheet | | | | Supplemental Condensed Consolidating Balance Sheet | |
December 31, 2013 | December 31, 2012 |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
Company | Subsidiaries(d) | Subsidiaries | Company | Subsidiaries | Guarantor |
Assets | | | | | | | | | | | | | | | | | | | | | | | Subsidiaries |
Current: | | | | | | | | | | | | | | | | | | | | | Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 403 | | | $ | 4 | | | $ | 268 | | | $ | — | | | $ | 675 | | Current: | | | | | | | | | | | | |
Intercompany balances | | | — | | | | 3,078 | | | | 715 | | | | (3,793 | ) | | | — | | Cash and cash equivalents | | $ | 220 | | | $ | 2 | | | $ | 313 | | | $ | — | | | $ | 535 | |
Trade receivables, net | | | 7 | | | | 399 | (a) | | | 251 | | | | — | | | | 657 | | Intercompany balances | | | — | | | | 2,456 | | | | 743 | | | | (3,199 | ) | | | — | |
Prepaid expenses, taxes and other current assets | | | 1,455 | (c) | | | 39 | | | | 46 | | | | (1,417 | )(c) | | | 123 | | Trade receivables, net | | | 3 | | | | 411 | (a) | | | 247 | | | | — | | | | 661 | |
Assets of discontinued operations | | | 18 | | | | 1,719 | (b) | | | 790 | | | | (11 | ) | | | 2,516 | | Prepaid expenses, taxes and other current assets | | | 1,300 | (b) | | | 41 | | | | 64 | | | | (1,247 | )(b) | | | 158 | |
| | | | | | | | | | | | | | | | | | | | | Assets related to discontinued operations | | | 23 | | | | 1,896 | | | | 797 | | | | (15 | ) | | | 2,701 | |
Total current assets | | | 1,883 | | | | 5,239 | | | | 2,070 | | | | (5,221 | ) | | | 3,971 | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net | | | — | | | | 88 | | | | 64 | | | | — | | | | 152 | | Total current assets | | | 1,546 | | | | 4,806 | | | | 2,164 | | | | (4,461 | ) | | | 4,055 | |
Intangible assets, net | | | 105 | | | | 1,427 | | | | 291 | | | | — | | | | 1,823 | | Property and equipment, net | | | — | | | | 95 | | | | 70 | | | | — | | | | 165 | |
Deferred income taxes | | | 30 | | | | — | | | | — | | | | (30 | ) | | | — | | Intangible assets, net | | | 112 | | | | 1,547 | | | | 327 | | | | — | | | | 1,986 | |
Intercompany balances | | | 220 | | | | 5 | | | | 98 | | | | (323 | ) | | | — | | Deferred income taxes | | | 28 | | | | — | | | | — | | | | (28 | ) | | | — | |
Goodwill | | | — | | | | 3,097 | | | | 731 | | | | — | | | | 3,828 | | Intercompany balances | | | 254 | | | | 7 | | | | 76 | | | | (337 | ) | | | — | |
Investment in subsidiaries | | | 8,826 | | | | 2,081 | | | | — | | | | (10,907 | ) | | | — | | Goodwill | | | — | | | | 3,099 | | | | 713 | | | | — | | | | 3,812 | |
| | | | | | | | | | | | | | | | | | | | | Investment in subsidiaries | | | 8,620 | | | | 2,101 | | | | — | | | | (10,721 | ) | | | — | |
Total Assets | | $ | 11,064 | | | $ | 11,937 | | | $ | 3,254 | | | $ | (16,481 | ) | | $ | 9,774 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total Assets | | $ | 10,560 | | | $ | 11,655 | | | $ | 3,350 | | | $ | (15,547 | ) | | $ | 10,018 | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | | | Liabilities and Stockholder’s Equity | | | | | | | | | | | | |
Short-term and current portion of long-term debt | | $ | 286 | | | $ | — | | | $ | 4 | | | $ | — | | | $ | 290 | | Current: | | | | | | | | | | | | |
Intercompany balances | | | 3,793 | | | | — | | | | — | | | | (3,793 | ) | | | — | | Short-term and current portion of long-term debt | | $ | 57 | | | $ | — | | | $ | 5 | | | $ | — | | | $ | 62 | |
Accounts payable and other current liabilities | | | 71 | | | | 1,917 | (c) | | | 438 | | | | (1,417 | )(c) | | | 1,009 | | Intercompany balances | | | 3,199 | | | | — | | | | — | | | | (3,199 | ) | | | — | |
Liabilities of discontinued operations | | | — | | | | 565 | | | | 245 | | | | (11 | ) | | | 799 | | Accounts payable and other current liabilities | | | 70 | | | | 1,741 | (b) | | | 421 | | | | (1,247 | )(b) | | | 985 | |
| | | | | | | | | | | | | | | | | | | | | Liabilities related to discontinued operations | | | — | | | | 652 | | | | 241 | | | | (15 | ) | | | 878 | |
Total current liabilities | | | 4,150 | | | | 2,482 | | | | 687 | | | | (5,221 | ) | | | 2,098 | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt | | | 5,894 | | | | — | | | | 200 | | | | — | | | | 6,094 | | Total current liabilities | | | 3,326 | | | | 2,393 | | | | 667 | | | | (4,461 | ) | | | 1,925 | |
Intercompany debt | | | 103 | | | | — | | | | 220 | | | | (323 | ) | | | — | | Long-term debt | | | 6,343 | | | | — | | | | 253 | | | | — | | | | 6,596 | |
Deferred and other income taxes | | | 96 | | | | 622 | | | | 51 | | | | (30 | ) | | | 739 | | Intercompany debt | | | 83 | | | | — | | | | 254 | | | | (337 | ) | | | — | |
Other liabilities | | | — | | | | 7 | | | | 15 | | | | — | | | | 22 | | Deferred and other income taxes | | | 92 | | | | 631 | | | | 70 | | | | (28 | ) | | | 765 | |
| | | | | | | | | | | | | | | | | | | | | Other liabilities | | | — | | | | 11 | | | | 5 | | | | — | | | | 16 | |
Total liabilities | | | 10,243 | | | | 3,111 | | | | 1,173 | | | | (5,574 | ) | | | 8,953 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total liabilities | | | 9,844 | | | | 3,035 | | | | 1,249 | | | | (4,826 | ) | | | 9,302 | |
Total stockholders’ equity | | | 821 | | | | 8,826 | | | | 2,081 | | | | (10,907 | ) | | | 821 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total stockholder’s equity | | | 716 | | | | 8,620 | | | | 2,101 | | | | (10,721 | ) | | | 716 | |
Total Liabilities and Stockholders’ Equity | | $ | 11,064 | | | $ | 11,937 | | | $ | 3,254 | | | $ | (16,481 | ) | | $ | 9,774 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total Liabilities and Stockholder’s Equity | | $ | 10,560 | | | $ | 11,655 | | | $ | 3,350 | | | $ | (15,547 | ) | | $ | 10,018 | |
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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) | Included in Assets of discontinued operations is $91 million of Availability Services’ investment in its non-guarantor subsidiaries. Also included is $142 million of accounts receivable that secured borrowings under the secured accounts receivable facility. | | | | | | | | | | | | | | | | | | | | (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 $250 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. | | | | | | | | | | | | | | | | | | | |
(c) | The Company pushes down tax liabilities associated with the consolidated and combined filings in U.S. federal, state and local jurisdictions from the Parent Company to its Guarantor Subsidiaries. As these intercompany balances have not been historically settled, this entry eliminates the accumulated Parent Company income tax receivable balance with the Guarantor Subsidiaries’ income tax liability balance. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(d) | 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. | | | | | | | | | | | | | | | | | | | | (b) | The Company pushes down tax liabilities associated with the consolidated and combined filings in U.S. federal, state and local jurisdictions from the Parent Company to its Guarantor Subsidiaries. As these intercompany balances have not been historically settled, this entry eliminates the accumulated Parent Company income tax receivable balance with the Guarantor Subsidiaries’ income tax liability balance. | | | | | | | | | | | | | | | | | | | |
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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 | |
| | | | | | | | | | | | | | | | | | | | | December 31, 2013 |
| | Supplemental Condensed Consolidating Balance Sheet | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
March 31, 2014 | Company | Subsidiaries | Guarantor |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | | | Subsidiaries |
Company | Subsidiaries | Subsidiaries | Assets | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | Current: | | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 403 | | | $ | 4 | | | $ | 268 | | | $ | — | | | $ | 675 | |
Cash and cash equivalents | | $ | 82 | | | $ | (2 | ) | | $ | 275 | | | $ | — | | | $ | 355 | | Intercompany balances | | | — | | | | 3,078 | | | | 715 | | | | (3,793 | ) | | | — | |
Intercompany balances | | | — | | | | 2,755 | | | | 651 | | | | (3,406 | ) | | | — | | Trade receivables, net | | | 7 | | | | 399 | (a) | | | 251 | | | | — | | | | 657 | |
Trade receivables, net | | | 14 | | | | 361 | (a) | | | 174 | | | | — | | | | 549 | | Prepaid expenses, taxes and other current assets | | | 1,455 | (b) | | | 39 | | | | 46 | | | | (1,417 | )(b) | | | 123 | |
Prepaid expenses, taxes and other current assets | | | 59 | (b) | | | 46 | | | | 46 | | | | (13 | )(b) | | | 138 | | Assets related to discontinued operations | | | 18 | | | | 1,719 | | | | 790 | | | | (11 | ) | | | 2,516 | |
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Total current assets | | | 155 | | | | 3,160 | | | | 1,146 | | | | (3,419 | ) | | | 1,042 | | Total current assets | | | 1,883 | | | | 5,239 | | | | 2,070 | | | | (5,221 | ) | | | 3,971 | |
Property and equipment, net | | | — | | | | 87 | | | | 62 | | | | — | | | | 149 | | Property and equipment, net | | | — | | | | 88 | | | | 64 | | | | — | | | | 152 | |
Intangible assets, net | | | 79 | | | | 1,061 | | | | 291 | | | | — | | | | 1,431 | | Intangible assets, net | | | 105 | | | | 1,427 | | | | 291 | | | | — | | | | 1,823 | |
Deferred income taxes | | | 18 | | | | — | | | | — | | | | (18 | ) | | | — | | Deferred income taxes | | | 30 | | | | — | | | | — | | | | (30 | ) | | | — | |
Intercompany balances | | | 220 | | | | 5 | | | | 131 | | | | (356 | ) | | | — | | Intercompany balances | | | 220 | | | | 5 | | | | 98 | | | | (323 | ) | | | — | |
Goodwill | | | — | | | | 3,095 | | | | 732 | | | | — | | | | 3,827 | | Goodwill | | | — | | | | 3,097 | | | | 731 | | | | — | | | | 3,828 | |
Investment in subsidiaries | | | 7,954 | | | | 1,570 | | | | — | | | | (9,524 | ) | | | — | | Investment in subsidiaries | | | 8,826 | | | | 2,081 | | | | — | | | | (10,907 | ) | | | — | |
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Total Assets | | $ | 8,426 | | | $ | 8,978 | | | $ | 2,362 | | | $ | (13,317 | ) | | $ | 6,449 | | Total Assets | | $ | 11,064 | | | $ | 11,937 | | | $ | 3,254 | | | $ | (16,481 | ) | | $ | 9,774 | |
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Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | Liabilities and Stockholder’s Equity | | | | | | | | | | | | | | | | | | | | |
Current: | | | | | | | | | | | | | | | | | | | | | Current: | | | | | | | | | | | | | | | | | | | | |
Short-term and current portion of long-term debt | | $ | — | | | $ | — | | | $ | 2 | | | $ | — | | | $ | 2 | | Short-term and current portion of long-term debt | | $ | 286 | | | $ | — | | | $ | 4 | | | $ | — | | | $ | 290 | |
Intercompany balances | | | 3,406 | | | | — | | | | — | | | | (3,406 | ) | | | — | | Intercompany balances | | | 3,793 | | | | — | | | | — | | | | (3,793 | ) | | | — | |
Accounts payable and other current liabilities | | | 90 | | | | 475 | (b) | | | 383 | | | | (13 | )(b) | | | 935 | | Accounts payable and other current liabilities | | | 71 | | | | 1,917 | (b) | | | 438 | | | | (1,417 | )(b) | | | 1,009 | |
| | | | | | | | | | | | | | | | | | | | | Liabilities related to assets held for sale | | | — | | | | 565 | | | | 245 | | | | (11 | ) | | | 799 | |
Total current liabilities | | | 3,496 | | | | 475 | | | | 385 | | | | (3,419 | ) | | | 937 | | | | | | | | | | | | | | | | | | | | | | |
Long-term debt | | | 4,529 | | | | — | | | | 140 | | | | — | | | | 4,669 | | Total current liabilities | | | 4,150 | | | | 2,482 | | | | 687 | | | | (5,221 | ) | | | 2,098 | |
Intercompany debt | | | 136 | | | | — | | | | 220 | | | | (356 | ) | | | — | | Long-term debt | | | 5,894 | | | | — | | | | 200 | | | | — | | | | 6,094 | |
Deferred and other income taxes | | | 96 | | | | 541 | | | | 31 | | | | (18 | ) | | | 650 | | Intercompany debt | | | 103 | | | | — | | | | 220 | | | | (323 | ) | | | — | |
Other liabilities | | | — | | | | 8 | | | | 16 | | | | — | | | | 24 | | Deferred and other income taxes | | | 96 | | | | 622 | | | | 51 | | | | (30 | ) | | | 739 | |
| | | | | | | | | | | | | | | | | | | | | Other liabilities | | | — | | | | 7 | | | | 15 | | | | — | | | | 22 | |
Total liabilities | | | 8,257 | | | | 1,024 | | | | 792 | | | | (3,793 | ) | | | 6,280 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total liabilities | | | 10,243 | | | | 3,111 | | | | 1,173 | | | | (5,574 | ) | | | 8,953 | |
Total stockholders’ equity | | | 169 | (b) | | | 7,954 | (b) | | | 1,570 | | | | (9,524 | ) | | | 169 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total stockholder’s equity | | | 821 | | | | 8,826 | | | | 2,081 | | | | (10,907 | ) | | | 821 | |
Total Liabilities and Stockholders’ Equity | | $ | 8,426 | | | $ | 8,978 | | | $ | 2,362 | | | $ | (13,317 | ) | | $ | 6,449 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total Liabilities and Stockholder’s 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 $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 pushes down tax liabilities associated with the consolidated and combined filings in U.S. federal, state, and local jurisdictions from the Parent Company to its Guarantor Subsidiaries. These balances had not been historically settled and the accumulated Parent Company income tax receivable balance had been previously eliminated against the Guarantor Subsidiaries’ income tax liability balance. 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. | | | | | | | | | | | | | | | | | | | | (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 jurisdictions from the Parent Company to its Guarantor Subsidiaries. As these intercompany balances have not been historically settled, this entry eliminates the accumulated Parent Company income tax receivable balance with the Guarantor Subsidiaries’ income tax liability balance. | | | | | | | | | | | | | | | | | | | |
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| | Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2013 | | | Supplemental Condensed Consolidating Schedule of Comprehensive | |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | Income |
Company | Subsidiaries | Subsidiaries | Year Ended December 31, 2011 |
Total revenue | | $ | — | | | $ | 450 | | | $ | 271 | | | $ | (82 | ) | | $ | 639 | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
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Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | Subsidiaries |
Cost of sales and administrative expenses | | | 21 | | | | 338 | | | | 247 | | | | (82 | ) | | | 524 | | Total revenue | | $ | — | | | $ | 1,955 | | | $ | 1,403 | | | $ | (437 | ) | | $ | 2,921 | |
Depreciation and amortization | | | — | | | | 15 | | | | 9 | | | | — | | | | 24 | | | | | | | | | | | | | | | | | | | | | | |
Amortization of acquisition-related intangible assets | | | — | | | | 36 | | | | 12 | | | | — | | | | 48 | | Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cost of sales and administrative expenses (excluding depreciation) | | | 121 | | | | 1,491 | | | | 1,141 | | | | (437 | ) | | | 2,316 | |
Total costs and expenses | | | 21 | | | | 389 | | | | 268 | | | | (82 | ) | | | 596 | | Depreciation and amortization | | | — | | | | 61 | | | | 30 | | | | — | | | | 91 | |
| | | | | | | | | | | | | | | | | | | | | Amortization of acquisition-related intangible assets | | | 1 | | | | 195 | | | | 64 | | | | — | | | | 260 | |
Operating income (loss) | | | (21 | ) | | | 61 | | | | 3 | | | | — | | | | 43 | | Goodwill impairment charges | | | — | | | | 12 | | | | — | | | | — | | | | 12 | |
Net interest income (expense) | | | (84 | ) | | | — | | | | (6 | ) | | | — | | | | (90 | ) | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of unconsolidated subsidiary | | | 41 | | | | 8 | | | | — | | | | (49 | ) | | | — | | Total costs and expenses | | | 122 | | | | 1,759 | | | | 1,235 | | | | (437 | ) | | | 2,679 | |
Other income (expense) | | | (5 | ) | | | — | | | | — | | | | — | | | | (5 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Operating income (loss) | | | (122 | ) | | | 196 | | | | 168 | | | | — | | | | 242 | |
Income (loss) from continuing operations before income taxes | | | (69 | ) | | | 69 | | | | (3 | ) | | | (49 | ) | | | (52 | ) | Net interest income (expense) | | | (428 | ) | | | (1 | ) | | | (31 | ) | | | — | | | | (460 | ) |
Benefit from (provision for) income taxes | | | 33 | | | | (30 | ) | | | 14 | | | | — | | | | 17 | | Equity in earnings of unconsolidated subsidiary | | | 384 | | | | 123 | | | | — | | | | (507 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | Other income (expense) | | | 4 | | | | — | | | | (7 | ) | | | — | | | | (3 | ) |
Income (loss) from continuing operations | | | (36 | ) | | | 39 | | | | 11 | | | | (49 | ) | | | (35 | ) | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from discontinued operations, net of tax | | | (11 | ) | | | 2 | | | | (3 | ) | | | — | | | | (12 | ) | Income (loss) from continuing operations before income taxes | | | (162 | ) | | | 318 | | | | 130 | | | | (507 | ) | | | (221 | ) |
| | | | | | | | | | | | | | | | | | | | | Benefit from (provision for) income taxes | | | 197 | | | | (11 | ) | | | (41 | ) | | | — | | | | 145 | |
Net income (loss) | | $ | (47 | ) | | $ | 41 | | | $ | 8 | | | $ | (49 | ) | | $ | (47 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations | | | 35 | | | | 307 | | | | 89 | | | | (507 | ) | | | (76 | ) |
Comprehensive income (loss) | | $ | (91 | ) | | $ | 1 | | | $ | (26 | ) | | $ | 25 | | | $ | (91 | ) | Income (loss) from discontinued operations, net of tax | | | (184 | ) | | | 77 | | | | 34 | | | | — | | | | (73 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income (loss) | | $ | (149 | ) | | $ | 384 | | | $ | 123 | | | $ | (507 | ) | | $ | (149 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Comprehensive income (loss) | | $ | (166 | ) | | $ | 392 | | | $ | 130 | | | $ | (522 | ) | | $ | (166 | ) |
(in millions) | | Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2014 | |
| Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | |
Company | Subsidiaries | Subsidiaries | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | $ | — | | | $ | 471 | | | $ | 268 | | | $ | (86 | ) | | $ | 653 | | | | Supplemental Condensed Consolidating Schedule of Comprehensive | |
| | | | | | | | | | | | | | | | | | | | | Income |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2012 |
Cost of sales and administrative expenses | | | 25 | | | | 356 | | | | 241 | | | | (86 | ) | | | 536 | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
Depreciation and amortization | | | — | | | | 15 | | | | 9 | | | | — | | | | 24 | | Company | Subsidiaries | Guarantor |
Amortization of acquisition-related intangible assets | | | — | | | | 30 | | | | 13 | | | | — | | | | 43 | | | | Subsidiaries |
Trade name impairment charges | | | — | | | | 339 | | | | — | | | | — | | | | 339 | | Total revenue | | $ | — | | | $ | 1,936 | | | $ | 1,256 | | | $ | (384 | ) | | $ | 2,808 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total costs and expenses | | | 25 | | | | 740 | | | | 263 | | | | (86 | ) | | | 942 | | Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cost of sales and administrative expenses (excluding depreciation) | | | 69 | | | | 1,430 | | | | 1,032 | | | | (384 | ) | | | 2,147 | |
Operating income (loss) | | | (25 | ) | | | (269 | ) | | | 5 | | | | — | | | | (289 | ) | Depreciation and amortization | | | — | | | | 63 | | | | 33 | | | | — | | | | 96 | |
Net interest income (expense) | | | (69 | ) | | | — | | | | (5 | ) | | | — | | | | (74 | ) | Amortization of acquisition-related intangible assets | | | 1 | | | | 165 | | | | 51 | | | | — | | | | 217 | |
Equity in earnings of unconsolidated subsidiary | | | (198 | ) | | | 7 | | | | — | | | | 191 | | | | — | | Goodwill impairment charges | | | — | | | | — | | | | — | | | | — | | | | — | |
Other income (expense) | | | (61 | ) | | | — | | | | — | | | | — | | | | (61 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total costs and expenses | | | 70 | | | | 1,658 | | | | 1,116 | | | | (384 | ) | | | 2,460 | |
Income (loss) from continuing operations before income taxes | | | (353 | ) | | | (262 | ) | | | — | | | | 191 | | | | (424 | ) | | | | | | | | | | | | | | | | | | | | | |
Benefit from (provision for) income taxes | | | 40 | | | | 63 | | | | (2 | ) | | | — | | | | 101 | | Operating income (loss) | | | (70 | ) | | | 278 | | | | 140 | | | | — | | | | 348 | |
| | | | | | | | | | | | | | | | | | | | | Net interest income (expense) | | | (331 | ) | | | — | | | | (28 | ) | | | — | | | | (359 | ) |
Income (loss) from continuing operations | | | (313 | ) | | | (199 | ) | | | (2 | ) | | | 191 | | | | (323 | ) | Equity in earnings of unconsolidated subsidiary | | | 71 | | | | 132 | | | | — | | | | (203 | ) | | | — | |
Income (loss) from discontinued operations, net of tax | | | (27 | ) | | | 1 | | | | 9 | | | | — | | | | (17 | ) | Other income (expense) | | | (82 | ) | | | (1 | ) | | | 2 | | | | — | | | | (81 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (340 | ) | | $ | (198 | ) | | $ | 7 | | | $ | 191 | | | $ | (340 | ) | Income (loss) from continuing operations before income taxes | | | (412 | ) | | | 409 | | | | 114 | | | | (203 | ) | | | (92 | ) |
| | | | | | | | | | | | | | | | | | | | | Benefit from (provision for) income taxes | | | 156 | | | | (96 | ) | | | (11 | ) | | | — | | | | 49 | |
Comprehensive income (loss) | | $ | (397 | ) | | $ | (259 | ) | | $ | (23 | ) | | $ | 282 | | | $ | (397 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | 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 | ) |
| | Supplemental Condensed Consolidating Schedule of Cash Flows | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2013 | Comprehensive income (loss) | | $ | (23 | ) | | $ | 100 | | | $ | 157 | | | $ | (257 | ) | | $ | (23 | ) |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | | | | | | | | | | | | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | |
Cash flow from operations: | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (47 | ) | | $ | 41 | | | $ | 8 | | | $ | (49 | ) | | $ | (47 | ) | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from discontinued operations | | | (11 | ) | | | 2 | | | | (3 | ) | | | — | | | | (12 | ) | | | Supplemental Condensed Consolidating Schedule of Comprehensive | |
| | | | | | | | | | | | | | | | | | | | | Income |
Income (loss) from continuing operations | | | (36 | ) | | | 39 | | | | 11 | | | | (49 | ) | | | (35 | ) | Year Ended December 31, 2013 |
Non cash adjustments | | | (10 | ) | | | 38 | | | | 18 | | | | 49 | | | | 95 | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
Changes in operating assets and liabilities | | | (5 | ) | | | 31 | | | | 22 | | | | — | | | | 48 | | Company | Subsidiaries | Guarantor |
| | | | | | | | | | | | | | | | | | | | | | | Subsidiaries |
Cash flow from (used in) continuing operations | | | (51 | ) | | | 108 | | | | 51 | | | | — | | | | 108 | | Total revenue | | $ | — | | | $ | 1,908 | | | $ | 1,258 | | | $ | (405 | ) | | $ | 2,761 | |
Cash flow from (used in) discontinued operations | | | (19 | ) | | | 56 | | | | 34 | | | | — | | | | 71 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
Cash flow from (used in) operations(a) | | | (70 | ) | | | 164 | | | | 85 | | | | — | | | | 179 | | Cost of sales and administrative expenses (excluding depreciation) | | | 77 | | | | 1,401 | | | | 997 | | | | (405 | ) | | | 2,070 | |
| | | | | | Depreciation and amortization | | | — | | | | 67 | | | | 37 | | | | — | | | | 104 | |
Investment activities: | | | | | | | | | | | | | | | | | | | | | Amortization of acquisition-related intangible assets | | | 1 | | | | 134 | | | | 47 | | | | — | | | | 182 | |
Intercompany transactions(c) | | | 68 | | | | (81 | ) | | | 35 | | | | (22 | ) | | | — | | | | | | | | | | | | | | | | | | | | | | |
Cash paid for acquired businesses, net of cash acquired | | | (1 | ) | | | — | | | | — | | | | — | | | | (1 | ) | Total costs and expenses | | | 78 | | | | 1,602 | | | | 1,081 | | | | (405 | ) | | | 2,356 | |
Cash paid for property and equipment and software | | | — | | | | (17 | ) | | | (7 | ) | | | — | | | | (24 | ) | | | | | | | | | | | | | | | | | | | | | |
Other investing activities | | | — | | | | 1 | | | | — | | | | — | | | | 1 | | Operating income (loss) | | | (78 | ) | | | 306 | | | | 177 | | | | — | | | | 405 | |
| | | | | | | | | | | | | | | | | | | | | Net interest income (expense) | | | (300 | ) | | | — | | | | (25 | ) | | | — | | | | (325 | ) |
Cash provided by (used in) continuing operations | | | 67 | | | | (97 | ) | | | 28 | | | | (22 | ) | | | (24 | ) | Equity in earnings of unconsolidated subsidiary | | | 376 | | | | 149 | | | | — | | | | (525 | ) | | | — | |
Cash provided by (used in) discontinued operations(c) | | | 40 | | | | (55 | ) | | | (7 | ) | | | — | | | | (22 | ) | Other income (expense) | | | (6 | ) | | | — | | | | (2 | ) | | | — | | | | (8 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) investment activities | | | 107 | | | | (152 | ) | | | 21 | | | | (22 | ) | | | (46 | ) | Income (loss) from continuing operations before income taxes | | | (8 | ) | | | 455 | | | | 150 | | | | (525 | ) | | | 72 | |
| | | | | | Benefit from (provision for) income taxes | | | 120 | | | | (96 | ) | | | (50 | ) | | | — | | | | (26 | ) |
Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Intercompany dividends | | | — | | | | (11 | ) | | | (11 | ) | | | 22 | | | | — | | Income (loss) from continuing operations | | | 112 | | | | 359 | | | | 100 | | | | (525 | ) | | | 46 | |
Net repayments of long-term debt | | | (78 | ) | | | — | | | | (49 | ) | | | — | | | | (127 | ) | Income (loss) from discontinued operations, net of tax | | | (49 | ) | | | 17 | | | | 49 | | | | — | | | | 17 | |
Premium paid to retire debt | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | |
Dividends paid | | | — | | | | — | | | | — | | | | — | | | | — | | Net income (loss) | | $ | 63 | | | $ | 376 | | | $ | 149 | | | $ | (525 | ) | | $ | 63 | |
Other financing activities | | | (6 | ) | | | — | | | | — | | | | — | | | | (6 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Comprehensive income (loss) | | $ | 82 | | | $ | 386 | | | $ | 163 | | | $ | (549 | ) | | $ | 82 | |
Cash provided by (used in) continuing operations | | | (84 | ) | | | (11 | ) | | | (60 | ) | | | 22 | | | | (133 | ) | | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) discontinued operations | | | — | | | | — | | | | (1 | ) | | | — | | | | (1 | ) | |
| | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) financing activities | | | (84 | ) | | | (11 | ) | | | (61 | ) | | | 22 | | | | (134 | ) | | | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | — | | | | — | | | | (8 | ) | | | — | | | | (8 | ) | | | Supplemental Condensed Consolidating Schedule of Cash Flows | |
| | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2011 |
Increase (decrease) in cash and cash equivalents | | | (47 | ) | | | 1 | | | | 37 | | | | — | | | | (9 | ) | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
Beginning cash and cash equivalents(b) | | | 220 | | | | (3 | ) | | | 329 | | | | — | | | | 546 | | Company | Subsidiaries | Guarantor |
| | | | | | | | | | | | | | | | | | | | | | | Subsidiaries |
Ending cash and cash equivalents(b) | | $ | 173 | | | $ | (2 | ) | | $ | 366 | | | $ | — | | | $ | 537 | | Cash flow from operations: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Net income (loss) | | $ | (149 | ) | | $ | 384 | | | $ | 123 | | | $ | (507 | ) | | $ | (149 | ) |
| Income (loss) from discontinued operations | | | (184 | ) | | | 77 | | | | 34 | | | | — | | | | (73 | ) |
| | | | | | | | | | | | | | | | | | | | | |
(a) | 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 quarter ended March 31, 2013, the Parent Company allocated approximately $53 million of tax liabilities to its Guarantor Subsidiaries. | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations | | | 35 | | | | 307 | | | | 89 | | | | (507 | ) | | | (76 | ) |
(b) | Includes cash of discontinued operations. | | | | | | | | | | | | | | | | | | | | Non cash adjustments | | | (347 | ) | | | 50 | | | | 87 | | | | 507 | | | | 297 | |
(c) | The Supplemental Condensed Consolidating Schedule of Cash Flows for the Parent and Guarantor Subsidiaries for the three months ended March 31, 2013 has been revised to present intercompany transactions related to discontinued operations within the cash provided by (used in) discontinued operations caption within investment activities. These intercompany transaction related to discontinued operations had previously been presented within the intercompany transaction captions as part of continuing operations. | | | | | | | | | | | | | | | | | | | | Changes in operating assets and liabilities | | | (131 | ) | | | 104 | | | | (30 | ) | | | — | | | | (57 | ) |
| | | | | | | | | | | | | | | | | | | | | |
While these revisions have no impact on the previously reported cash provided by (used in) investment activities, they resulted in the following changes to previously reported amounts. For the Parent, intercompany transaction changed from $108 million to $68 million; cash provided by (used in) continuing operations in investment activities changed from $107 million to $67 million; and cash provided by (used in) discontinued operations in investment activities changed from $- million to $40 million. For the Guarantor, intercompany transaction changed from $(121) million to $(81) million; cash provided by (used in) continuing operations in investment activities changed from $(137) million to $(97) million; and cash provided by (used in) discontinued operations in investment activities changed from $(15) million to $(55) million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Schedule of Cash Flows for any period. | Cash flow from (used in) continuing operations | | | (443 | ) | | | 461 | | | | 146 | | | | — | | | | 164 | |
| Cash flow from (used in) discontinued operations | | | (67 | ) | | | 475 | | | | 106 | | | | — | | | | 514 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cash flow from (used in) operations(d)(e) | | | (510 | ) | | | 936 | | | | 252 | | | | — | | | | 678 | |
| | Supplemental Condensed Consolidating Schedule of Cash Flows | | Investment activities: | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2014 | Intercompany transactions(c) | | | 485 | | | | (345 | ) | | | (140 | ) | | | — | | | | — | |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | Cash paid for acquired businesses, net of cash acquired | | | — | | | | (14 | ) | | | (21 | ) | | | — | | | | (35 | ) |
Company | Subsidiaries | Subsidiaries | Cash paid for property and equipment and software | | | — | | | | (55 | ) | | | (42 | ) | | | — | | | | (97 | ) |
Cash flow from operations: | | | | | | | | | | | | | | | | | | | | | Other investing activities | | | (4 | ) | | | 1 | | | | (2 | ) | | | — | | | | (5 | ) |
Net income (loss) | | $ | (340 | ) | | $ | (198 | ) | | $ | 7 | | | $ | 191 | | | $ | (340 | ) | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from discontinued operations | | | (27 | ) | | | 1 | | | | 9 | | | | — | | | | (17 | ) | Cash provided by (used in) continuing operations | | | 481 | | | | (413 | ) | | | (205 | ) | | | — | | | | (137 | ) |
| | | | | | | | | | | | | | | | | | | | | Cash provided by (used in) discontinued operations | | | 399 | | | | (539 | ) | | | (49 | ) | | | — | | | | (189 | ) |
Income (loss) from continuing operations | | | (313 | ) | | | (199 | ) | | | (2 | ) | | | 191 | | | | (323 | ) | | | | | | | | | | | | | | | | | | | | | |
Non cash adjustments | | | 283 | | | | 285 | | | | 23 | | | | (191 | ) | | | 400 | | Cash provided by (used in) investment activities(d) | | | 880 | | | | (952 | ) | | | (254 | ) | | | — | | | | (326 | ) |
Changes in operating assets and liabilities | | | (20 | ) | | | 30 | | | | (1 | ) | | | — | | | | 9 | | Financing activities: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Net repayments of long-term debt | | | (5 | ) | | | (1 | ) | | | (234 | ) | | | — | | | | (240 | ) |
Cash flow from (used in) continuing operations | | | (50 | ) | | | 116 | | | | 20 | | | | — | | | | 86 | | Other financing activities | | | (15 | ) | | | — | | | | — | | | | — | | | | (15 | ) |
Cash flow from (used in) discontinued operations | | | (41 | ) | | | 52 | | | | 25 | | | | — | | | | 36 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cash provided by (used in) continuing operations | | | (20 | ) | | | (1 | ) | | | (234 | ) | | | — | | | | (255 | ) |
Cash flow from (used in) operations(a) | | | (91 | ) | | | 168 | | | | 45 | | | | — | | | | 122 | | Cash provided by (used in) discontinued operations | | | — | | | | 1 | | | | 1 | | | | — | | | | 2 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment activities: | | | | | | | | | | | | | | | | | | | | | Cash provided by (used in) financing activities | | | (20 | ) | | | — | | | | (233 | ) | | | — | | | | (253 | ) |
Intercompany transactions(c) | | | 6 | | | | (19 | ) | | | 43 | | | | (30 | ) | | | — | | Effect of exchange rate changes on cash | | | — | | | | — | | | | (4 | ) | | | — | | | | (4 | ) |
Cash paid for property and equipment and software | | | (1 | ) | | | (17 | ) | | | (10 | ) | | | — | | | | (28 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Increase (decrease) in cash and cash equivalents | | | 350 | | | | (16 | ) | | | (239 | ) | | | — | | | | 95 | |
Cash provided by (used in) continuing operations | | | 5 | | | | (36 | ) | | | 33 | | | | (30 | ) | | | (28 | ) | Beginning cash and cash equivalents | | | 179 | | | | 1 | | | | 598 | | | | — | | | | 778 | |
Cash provided by (used in) discontinued operations(c) | | | 1,041 | | | | (41 | ) | | | (995 | ) | | | — | | | | 5 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Ending cash and cash equivalents | | $ | 529 | | | $ | (15 | ) | | $ | 359 | | | $ | — | | | $ | 873 | |
Cash provided by (used in) investment activities | | | 1,046 | | | | (77 | ) | | | (962 | ) | | | (30 | ) | | | (23 | ) | | | | | | | | | | | | | | | | | | | | | |
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Financing activities: | | | | | | | | | | | | | | | | | | | | | |
Intercompany dividends | | | — | | | | (15 | ) | | | (15 | ) | | | 30 | | | | — | | (c) | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital. | | | | | | | | | | | | | | | | | | | |
Net repayments of long-term debt | | | (1,268 | ) | | | — | | | | (62 | ) | | | — | | | | (1,330 | ) | (d) | The Supplemental Condensed Consolidating Schedule of Cash Flows for the year ended December 31, 2011 has been revised to correct the presentation of taxes paid, the impact of foreign currency translation and the 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 $(516) million to $(510) million and cash provided by (used in) investment activities changed from $886 million to $880 million. For the Guarantor Subsidiaries, cash flow from (used in) operations changed from $888 million to $936 million and cash provided by (used in) investment activities changed from $(904) million to $(952) million. For the Non-Guarantor Subsidiaries, cash flow from (used in) operations changed from $306 million to $252 million and cash provided by (used in) investment activities changed from $(308) million to $(254) 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. | | | | | | | | | | | | | | | | | | | |
Other financing activities | | | (8 | ) | | | — | | | | — | | | | — | | | | (8 | ) | (e) | 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, 2011, the Parent Company allocated approximately $100 million of tax liabilities to its Guarantor Subsidiaries. | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) continuing operations | | | (1,276 | ) | | | (15 | ) | | | (77 | ) | | | 30 | | | | (1,338 | ) | |
Cash provided by (used in) discontinued operations | | | — | | | | (80 | ) | | | 967 | | | | — | | | | 887 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Supplemental Condensed Consolidating Schedule of Cash Flows | |
Cash provided by (used in) financing activities | | | (1,276 | ) | | | (95 | ) | | | 890 | | | | 30 | | | | (451 | ) | Year Ended December 31, 2012 |
Effect of exchange rate changes on cash | | | — | | | | — | | | | 1 | | | | — | | | | 1 | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | | | Company | Subsidiaries | Guarantor |
Increase (decrease) in cash and cash equivalents | | | (321 | ) | | | (4 | ) | | | (26 | ) | | | — | | | | (351 | ) | | | Subsidiaries |
Beginning cash and cash equivalents(b) | | | 403 | | | | 2 | | | | 301 | | | | — | | | | 706 | | Cash flow from operations: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Net income (loss) | | $ | (66 | ) | | $ | 71 | | | $ | 132 | | | $ | (203 | ) | | $ | (66 | ) |
Ending cash and cash equivalents | | $ | 82 | | | $ | (2 | ) | | $ | 275 | | | $ | — | | | $ | 355 | | 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 | |
(a) | Cash flows from (used in) operations for the Parent Company and the 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 quarter ended March 31, 2014, the Parent Company allocated approximately $67 million of tax liabilities to its Guarantor Subsidiaries. | | | | | | | | | | | | | | | | | | | | 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 | ) |
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. | | | | | | | | | | | | | | | | | | | | Cash flow from (used in) operations(g)(h) | | | (863 | ) | | | 833 | | | | 274 | | | | — | | | | 244 | |
(c) | The Supplemental Condensed Consolidating Schedule of Cash Flows for the Parent and Guarantor Subsidiaries for the three months ended March 31, 2014 has been revised to present intercompany transactions related to discontinued operations within the cash provided by (used in) discontinued operations caption within investment activities. These intercompany transactions related to discontinued operations, which included $1,005 million of net cash proceeds from Sungard Availability Services Capital, Inc., a Non-Guarantor, to the Parent, had previously been presented within the intercompany transaction captions as part of continuing operations. | | | | | | | | | | | | | | | | | | | | | | | | |
| Investment activities: | | | | | | | | | | | | | | | | |
| Intercompany transactions(f) | | | 2,432 | | | | (373 | ) | | | (288 | ) | | | (1,771 | ) | | | — | |
| While these revisions have no impact on the previously reported cash provided by (used in) investment activities, they resulted in the following changes to previously reported amounts. For the Parent, intercompany transactions changed from $1,047 million to $6 million; cash provided by (used in) continuing operations in investment activities changed from $1,046 million to $5 million; and cash provided by (used in) discontinued operations in investment activities changed from $— million to $1,041 million. For the Guarantor, intercompany transaction changed from $(55) million to $(19) million; cash provided by (used in) continuing operations in investment activities changed from $(72) million to $(36) million; and cash provided by (used in) discontinued operations in investment activities changed from $(5) million to $(41) million. For the Non-Guarantor, intercompany transaction changed from $(962) million to $43 million; cash provided by (used in) continuing operations in investment activities changed from $(972) million to $33 million; and cash provided by (used in) discontinued operations in investment activities changed from $10 million to $(995) million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Schedule of Cash Flows for any period. | | | | | | | | | | | | | | | | | | | | Cash paid for acquired businesses, net of cash acquired | | | — | | | | (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(g) | | | 2,639 | | | | 952 | | | | (359 | ) | | | (1,771 | ) | | | 1,461 | |
| | | | | |
| Financing activities: | | | | | | | | | | | | | | | | |
| Intercompany dividends of HE sale proceeds | | | — | | | | (1,771 | ) | | | — | | | | 1,771 | | | | — | |
| Intercompany dividends | | | — | | | | — | | | | — | | | | — | | | | — | |
| 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 | | | 529 | | | | (15 | ) | | | 359 | | | | — | | | | 873 | |
| | | | | | | | | | | | | | | | | | | | | |
| Ending cash and cash equivalents | | $ | 220 | | | $ | (3 | ) | | $ | 329 | | | $ | — | | | $ | 546 | |
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| (f) | 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. | | | | | | | | | | | | | | | | | | | |
| (g) | 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. | | | | | | | | | | | | | | | | | | | |
| (h) | 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. | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | |
| | | Supplemental Condensed Consolidating Schedule of Cash Flows | |
| Year Ended December 31, 2013 |
| (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
| Company | Subsidiaries | Guarantor |
| | | Subsidiaries |
| 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(j) | | | (393 | ) | | | 808 | | | | 331 | | | | — | | | | 746 | |
| | | | |
| Investment activities: | | | | | | | | | | | | |
| Intercompany transactions(i) | | | 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 | | | 220 | | | | (3 | ) | | | 329 | | | | — | | | | 546 | |
| | | | | | | | | | | | | | | | | | | | | |
| Ending cash and cash equivalents | | $ | 403 | | | $ | 2 | | | $ | 301 | | | $ | — | | | $ | 706 | |
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| (i) | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital. | | | | | | | | | | | | | | | | | | | |
| (j) | 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. | | | | | | | | | | | | | | | | | | | |
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