Supplemental Guarantor Condensed Consolidating Financial Statements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 |
Supplemental Guarantor Condensed Consolidating Financial Statements | ' | ' |
| 17. 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, 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: |
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 sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets; | | | | | | | | | | | | | | | | | |
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: | |
| | • | | Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants; | | | | | | | | | | | | | | | | | |
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| • | | The sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets; | | | | | | | | | | | | | | | | | | | • | | 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. | | | | | | | | | | | | | | | | | |
| • | | Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants; | | | | | | | | | | | | | | | | | | |
| 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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| • | | Release or discharge of the Guarantor’s guarantee of certain other indebtedness; or | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Supplemental Condensed Consolidating Balance Sheet | |
| December 31, 2012 |
| • | | Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. | | | | | | | | | | | | | | | | | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
| Company | Subsidiaries | Guarantor |
As a result of the split-off, all U.S. subsidiaries of AS were removed as guarantors as of March 31, 2014. | | | Subsidiaries |
| Assets | | | | | | | | | | | | | | | | | | | | |
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. | Current: | | | | | | | | | | | | |
| Cash and cash equivalents | | $ | 220 | | | $ | 2 | | | $ | 313 | | | $ | — | | | $ | 535 | |
| Intercompany balances | | | — | | | | 2,456 | | | | 743 | | | | (3,199 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | | Trade receivables, net | | | 3 | | | | 411 | (a) | | | 247 | | | | — | | | | 661 | |
| | Supplemental Condensed Consolidating Balance Sheet | | Prepaid expenses, taxes and other current assets | | | 1,300 | (b) | | | 41 | | | | 64 | | | | (1,247 | )(b) | | | 158 | |
31-Dec-13 | Assets related to discontinued operations | | | 23 | | | | 1,896 | | | | 797 | | | | (15 | ) | | | 2,701 | |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | | | | | | | | | | | | | | | | | | | | | |
Company | Subsidiaries(c) | Subsidiaries | Total current assets | | | 1,546 | | | | 4,806 | | | | 2,164 | | | | (4,461 | ) | | | 4,055 | |
Assets | | | | | | | | | | | | | | | | | | | | | Property and equipment, net | | | — | | | | 95 | | | | 70 | | | | — | | | | 165 | |
Current: | | | | | | | | | | | | | | | | | | | | | Intangible assets, net | | | 112 | | | | 1,547 | | | | 327 | | | | — | | | | 1,986 | |
Cash and cash equivalents | | $ | 403 | | | $ | 4 | | | $ | 268 | | | $ | — | | | $ | 675 | | Deferred income taxes | | | 28 | | | | — | | | | — | | | | (28 | ) | | | — | |
Intercompany balances | | | — | | | | 3,078 | | | | 715 | | | | (3,793 | ) | | | — | | Intercompany balances | | | 254 | | | | 7 | | | | 76 | | | | (337 | ) | | | — | |
Trade receivables, net | | | 7 | | | | 399 | (a) | | | 251 | | | | — | | | | 657 | | Goodwill | | | — | | | | 3,099 | | | | 713 | | | | — | | | | 3,812 | |
Prepaid expenses, taxes and other current assets | | | 1,455 | (b) | | | 39 | | | | 46 | | | | (1,417 | )(b) | | | 123 | | Investment in subsidiaries | | | 8,620 | | | | 2,101 | | | | — | | | | (10,721 | ) | | | — | |
Assets of discontinued operations | | | 18 | | | | 1,719 | | | | 790 | | | | (11 | ) | | | 2,516 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total Assets | | $ | 10,560 | | | $ | 11,655 | | | $ | 3,350 | | | $ | (15,547 | ) | | $ | 10,018 | |
Total current assets | | | 1,883 | | | | 5,239 | | | | 2,070 | | | | (5,221 | ) | | | 3,971 | | | | | | | | | | | | | | | | | | | | | | |
Property and equipment, net | | | — | | | | 88 | | | | 64 | | | | — | | | | 152 | | Liabilities and Stockholder’s Equity | | | | | | | | | | | | |
Intangible assets, net | | | 105 | | | | 1,427 | | | | 291 | | | | — | | | | 1,823 | | Current: | | | | | | | | | | | | |
Deferred income taxes | | | 30 | | | | — | | | | — | | | | (30 | ) | | | — | | Short-term and current portion of long-term debt | | $ | 57 | | | $ | — | | | $ | 5 | | | $ | — | | | $ | 62 | |
Intercompany balances | | | 220 | | | | 5 | | | | 98 | | | | (323 | ) | | | — | | Intercompany balances | | | 3,199 | | | | — | | | | — | | | | (3,199 | ) | | | — | |
Goodwill | | | — | | | | 3,097 | | | | 731 | | | | — | | | | 3,828 | | Accounts payable and other current liabilities | | | 70 | | | | 1,741 | (b) | | | 421 | | | | (1,247 | )(b) | | | 985 | |
Investment in subsidiaries | | | 8,826 | | | | 2,081 | | | | — | | | | (10,907 | ) | | | — | | Liabilities related to discontinued operations | | | — | | | | 652 | | | | 241 | | | | (15 | ) | | | 878 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets | | $ | 11,064 | | | $ | 11,937 | | | $ | 3,254 | | | $ | (16,481 | ) | | $ | 9,774 | | Total current liabilities | | | 3,326 | | | | 2,393 | | | | 667 | | | | (4,461 | ) | | | 1,925 | |
| | | | | | | | | | | | | | | | | | | | | Long-term debt | | | 6,343 | | | | — | | | | 253 | | | | — | | | | 6,596 | |
| | | | | | Intercompany debt | | | 83 | | | | — | | | | 254 | | | | (337 | ) | | | — | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | Deferred and other income taxes | | | 92 | | | | 631 | | | | 70 | | | | (28 | ) | | | 765 | |
Current: | | | | | | | | | | | | | | | | | | | | | Other liabilities | | | — | | | | 11 | | | | 5 | | | | — | | | | 16 | |
Short-term and current portion of long-term debt | | $ | 286 | | | $ | — | | | $ | 4 | | | $ | — | | | $ | 290 | | | | | | | | | | | | | | | | | | | | | | |
Intercompany balances | | | 3,793 | | | | — | | | | — | | | | (3,793 | ) | | | — | | Total liabilities | | | 9,844 | | | | 3,035 | | | | 1,249 | | | | (4,826 | ) | | | 9,302 | |
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 stockholder’s equity | | | 716 | | | | 8,620 | | | | 2,101 | | | | (10,721 | ) | | | 716 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 4,150 | | | | 2,482 | | | | 687 | | | | (5,221 | ) | | | 2,098 | | Total Liabilities and Stockholder’s Equity | | $ | 10,560 | | | $ | 11,655 | | | $ | 3,350 | | | $ | (15,547 | ) | | $ | 10,018 | |
Long-term debt | | | 5,894 | | | | — | | | | 200 | | | | — | | | | 6,094 | | | | | | | | | | | | | | | | | | | | | | |
Intercompany debt | | | 103 | | | | — | | | | 220 | | | | (323 | ) | | | — | | |
Deferred and other income taxes | | | 96 | | | | 622 | | | | 51 | | | | (30 | ) | | | 739 | | (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. | | | | | | | | | | | | | | | | | | | |
Other liabilities | | | — | | | | 7 | | | | 15 | | | | — | | | | 22 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | (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. | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 10,243 | | | | 3,111 | | | | 1,173 | | | | (5,574 | ) | | | 8,953 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 821 | | | | 8,826 | | | | 2,081 | | | | (10,907 | ) | | | 821 | | | | Supplemental Condensed Consolidating Balance Sheet | |
| | | | | | | | | | | | | | | | | | | | | December 31, 2013 |
Total Liabilities and Stockholders’ Equity | | $ | 11,064 | | | $ | 11,937 | | | $ | 3,254 | | | $ | (16,481 | ) | | $ | 9,774 | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | | | Company | Subsidiaries | Guarantor |
| | | Subsidiaries |
| Assets | | | | | | | | | | | | | | | | | | | | |
(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. | | | | | | | | | | | | | | | | | | | | Current: | | | | | | | | | | | | | | | | | | | | |
(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. | | | | | | | | | | | | | | | | | | | | Cash and cash equivalents | | $ | 403 | | | $ | 4 | | | $ | 268 | | | $ | — | | | $ | 675 | |
(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. | | | | | | | | | | | | | | | | | | | | Intercompany balances | | | — | | | | 3,078 | | | | 715 | | | | (3,793 | ) | | | — | |
| Trade receivables, net | | | 7 | | | | 399 | (a) | | | 251 | | | | — | | | | 657 | |
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. | Prepaid expenses, taxes and other current assets | | | 1,455 | (b) | | | 39 | | | | 46 | | | | (1,417 | )(b) | | | 123 | |
| Assets related to discontinued operations | | | 18 | | | | 1,719 | | | | 790 | | | | (11 | ) | | | 2,516 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total current assets | | | 1,883 | | | | 5,239 | | | | 2,070 | | | | (5,221 | ) | | | 3,971 | |
| | Supplemental Condensed Consolidating Balance Sheet | | Property and equipment, net | | | — | | | | 88 | | | | 64 | | | | — | | | | 152 | |
30-Jun-14 | Intangible assets, net | | | 105 | | | | 1,427 | | | | 291 | | | | — | | | | 1,823 | |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | Deferred income taxes | | | 30 | | | | — | | | | — | | | | (30 | ) | | | — | |
Company | Subsidiaries | Subsidiaries | Intercompany balances | | | 220 | | | | 5 | | | | 98 | | | | (323 | ) | | | — | |
Assets | | | | | | | | | | | | | | | | | | | | | Goodwill | | | — | | | | 3,097 | | | | 731 | | | | — | | | | 3,828 | |
Current: | | | | | | | | | | | | | | | | | | | | | Investment in subsidiaries | | | 8,826 | | | | 2,081 | | | | — | | | | (10,907 | ) | | | — | |
Cash and cash equivalents | | $ | 30 | | | $ | 1 | | | $ | 283 | | | $ | — | | | $ | 314 | | | | | | | | | | | | | | | | | | | | | | |
Intercompany balances | | | — | | | | 2,814 | | | | 657 | | | | (3,471 | ) | | | — | | Total Assets | | $ | 11,064 | | | $ | 11,937 | | | $ | 3,254 | | | $ | (16,481 | ) | | $ | 9,774 | |
Trade receivables, net | | | 12 | | | | 368 | (a) | | | 160 | | | | — | | | | 540 | | | | | | | | | | | | | | | | | | | | | | |
Prepaid expenses, taxes and other current assets | | | 65 | (b) | | | 46 | | | | 41 | | | | (6 | )(b) | | | 146 | | Liabilities and Stockholder’s Equity | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Current: | | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 107 | | | | 3,229 | | | | 1,141 | | | | (3,477 | ) | | | 1,000 | | Short-term and current portion of long-term debt | | $ | 286 | | | $ | — | | | $ | 4 | | | $ | — | | | $ | 290 | |
Property and equipment, net | | | — | | | | 89 | | | | 63 | | | | — | | | | 152 | | Intercompany balances | | | 3,793 | | | | — | | | | — | | | | (3,793 | ) | | | — | |
Intangible assets, net | | | 72 | | | | 1,041 | | | | 283 | | | | — | | | | 1,396 | | Accounts payable and other current liabilities | | | 71 | | | | 1,917 | (b) | | | 438 | | | | (1,417 | )(b) | | | 1,009 | |
Deferred income taxes | | | 13 | | | | — | | | | — | | | | (13 | ) | | | — | | Liabilities related to assets held for sale | | | — | | | | 565 | | | | 245 | | | | (11 | ) | | | 799 | |
Intercompany balances | | | 220 | | | | 6 | | | | 131 | | | | (357 | ) | | | — | | | | | | | | | | | | | | | | | | | | | | |
Goodwill | | | — | | | | 3,095 | | | | 732 | | | | — | | | | 3,827 | | Total current liabilities | | | 4,150 | | | | 2,482 | | | | 687 | | | | (5,221 | ) | | | 2,098 | |
Investment in subsidiaries | | | 8,038 | | | | 1,578 | | | | — | | | | (9,616 | ) | | | — | | Long-term debt | | | 5,894 | | | | — | | | | 200 | | | | — | | | | 6,094 | |
| | | | | | | | | | | | | | | | | | | | | Intercompany debt | | | 103 | | | | — | | | | 220 | | | | (323 | ) | | | — | |
Total Assets | | $ | 8,450 | | | $ | 9,038 | | | $ | 2,350 | | | $ | (13,463 | ) | | $ | 6,375 | | Deferred and other income taxes | | | 96 | | | | 622 | | | | 51 | | | | (30 | ) | | | 739 | |
| | | | | | | | | | | | | | | | | | | | | Other liabilities | | | — | | | | 7 | | | | 15 | | | | — | | | | 22 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | Total liabilities | | | 10,243 | | | | 3,111 | | | | 1,173 | | | | (5,574 | ) | | | 8,953 | |
Current: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Short-term and current portion of long-term debt | | $ | — | | | $ | — | | | $ | 2 | | | $ | — | | | $ | 2 | | Total stockholder’s equity | | | 821 | | | | 8,826 | | | | 2,081 | | | | (10,907 | ) | | | 821 | |
Intercompany balances | | | 3,471 | | | | — | | | | — | | | | (3,471 | ) | | | — | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and other current liabilities | | | 48 | | | | 467 | (b) | | | 353 | | | | (6 | )(b) | | | 862 | | Total Liabilities and Stockholder’s Equity | | $ | 11,064 | | | $ | 11,937 | | | $ | 3,254 | | | $ | (16,481 | ) | | $ | 9,774 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 3,519 | | | | 467 | | | | 355 | | | | (3,477 | ) | | | 864 | | |
Long-term debt | | | 4,529 | | | | — | | | | 140 | | | | — | | | | 4,669 | | (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. | | | | | | | | | | | | | | | | | | | |
Intercompany debt | | | 137 | | | | — | | | | 220 | | | | (357 | ) | | | — | | (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. | | | | | | | | | | | | | | | | | | | |
Deferred and other income taxes | | | 96 | | | | 515 | | | | 43 | | | | (13 | ) | | | 641 | | |
Other liabilities | | | — | | | | 18 | | | | 14 | | | | — | | | | 32 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Supplemental Condensed Consolidating Schedule of Comprehensive | |
Total liabilities | | | 8,281 | | | | 1,000 | | | | 772 | | | | (3,847 | ) | | | 6,206 | | Income |
| | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2011 |
Total stockholders’ equity | | | 169 | | | | 8,038 | | | | 1,578 | | | | (9,616 | ) | | | 169 | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | | | Company | Subsidiaries | Guarantor |
Total Liabilities and Stockholders’ Equity | | $ | 8,450 | | | $ | 9,038 | | | $ | 2,350 | | | $ | (13,463 | ) | | $ | 6,375 | | | | Subsidiaries |
| | | | | | | | | | | | | | | | | | | | | Total revenue | | $ | — | | | $ | 1,955 | | | $ | 1,403 | | | $ | (437 | ) | | $ | 2,921 | |
| | | | | | | | | | | | | | | | | | | | | |
| Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
(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. | | | | | | | | | | | | | | | | | | | | Cost of sales and administrative expenses (excluding depreciation) | | | 121 | | | | 1,491 | | | | 1,141 | | | | (437 | ) | | | 2,316 | |
(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. | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | | | — | | | | 61 | | | | 30 | | | | — | | | | 91 | |
| Amortization of acquisition-related intangible assets | | | 1 | | | | 195 | | | | 64 | | | | — | | | | 260 | |
| Goodwill impairment charges | | | — | | | | 12 | | | | — | | | | — | | | | 12 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Supplemental Condensed Consolidating Schedule of Comprehensive | | Total costs and expenses | | | 122 | | | | 1,759 | | | | 1,235 | | | | (437 | ) | | | 2,679 | |
Income (Loss) | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2013 | Operating income (loss) | | | (122 | ) | | | 196 | | | | 168 | | | | — | | | | 242 | |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | Net interest income (expense) | | | (428 | ) | | | (1 | ) | | | (31 | ) | | | — | | | | (460 | ) |
Company | Subsidiaries | Subsidiaries | Equity in earnings of unconsolidated subsidiary | | | 384 | | | | 123 | | | | — | | | | (507 | ) | | | — | |
| | | | | | Other income (expense) | | | 4 | | | | — | | | | (7 | ) | | | — | | | | (3 | ) |
Total revenue | | $ | — | | | $ | 468 | | | $ | 306 | | | $ | (102 | ) | | $ | 672 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations before income taxes | | | (162 | ) | | | 318 | | | | 130 | | | | (507 | ) | | | (221 | ) |
| | | | | | Benefit from (provision for) income taxes | | | 197 | | | | (11 | ) | | | (41 | ) | | | — | | | | 145 | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales and administrative expenses | | | 22 | | | | 347 | | | | 242 | | | | (102 | ) | | | 509 | | Income (loss) from continuing operations | | | 35 | | | | 307 | | | | 89 | | | | (507 | ) | | | (76 | ) |
Depreciation and amortization | | | — | | | | 16 | | | | 9 | | | | — | | | | 25 | | Income (loss) from discontinued operations, net of tax | | | (184 | ) | | | 77 | | | | 34 | | | | — | | | | (73 | ) |
Amortization of acquisition-related intangible assets | | | 1 | | | | 34 | | | | 12 | | | | — | | | | 47 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Net income (loss) | | $ | (149 | ) | | $ | 384 | | | $ | 123 | | | $ | (507 | ) | | $ | (149 | ) |
Total costs and expenses | | | 23 | | | | 397 | | | | 263 | | | | (102 | ) | | | 581 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Comprehensive income (loss) | | $ | (166 | ) | | $ | 392 | | | $ | 130 | | | $ | (522 | ) | | $ | (166 | ) |
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 | ) | | | Supplemental Condensed Consolidating Schedule of Comprehensive | |
| | | | | | | | | | | | | | | | | | | | | Income |
Income (loss) from continuing operations before income taxes | | | (1 | ) | | | 118 | | | | 34 | | | | (141 | ) | | | 10 | | Year Ended December 31, 2012 |
Benefit from (provision for) income taxes | | | 29 | | | | (31 | ) | | | (3 | ) | | | — | | | | (5 | ) | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
| | | | | | | | | | | | | | | | | | | | | Company | Subsidiaries | Guarantor |
Income (loss) from continuing operations | | | 28 | | | | 87 | | | | 31 | | | | (141 | ) | | | 5 | | | | Subsidiaries |
Income (loss) from discontinued operations, net of tax | | | (13 | ) | | | 7 | | | | 16 | | | | — | | | | 10 | | Total revenue | | $ | — | | | $ | 1,936 | | | $ | 1,256 | | | $ | (384 | ) | | $ | 2,808 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 15 | | | $ | 94 | | | $ | 47 | | | $ | (141 | ) | | $ | 15 | | Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cost of sales and administrative expenses (excluding depreciation) | | | 69 | | | | 1,430 | | | | 1,032 | | | | (384 | ) | | | 2,147 | |
Comprehensive income (loss) | | $ | 11 | | | $ | 87 | | | $ | 40 | | | $ | (127 | ) | | $ | 11 | | Depreciation and amortization | | | — | | | | 63 | | | | 33 | | | | — | | | | 96 | |
| | | | | | | | | | | | | | | | | | | | | Amortization of acquisition-related intangible assets | | | 1 | | | | 165 | | | | 51 | | | | — | | | | 217 | |
| Goodwill impairment charges | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Total costs and expenses | | | 70 | | | | 1,658 | | | | 1,116 | | | | (384 | ) | | | 2,460 | |
| | Supplemental Condensed Consolidating Schedule of Comprehensive | | | | | | | | | | | | | | | | | | | | | | |
Income (Loss) | Operating income (loss) | | | (70 | ) | | | 278 | | | | 140 | | | | — | | | | 348 | |
Three Months Ended June 30, 2014 | Net interest income (expense) | | | (331 | ) | | | — | | | | (28 | ) | | | — | | | | (359 | ) |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | Equity in earnings of unconsolidated subsidiary | | | 71 | | | | 132 | | | | — | | | | (203 | ) | | | — | |
Company | Subsidiaries | Subsidiaries | Other income (expense) | | | (82 | ) | | | (1 | ) | | | 2 | | | | — | | | | (81 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | $ | — | | | $ | 479 | | | $ | 316 | | | $ | (122 | ) | | $ | 673 | | Income (loss) from continuing operations before income taxes | | | (412 | ) | | | 409 | | | | 114 | | | | (203 | ) | | | (92 | ) |
| | | | | | | | | | | | | | | | | | | | | Benefit from (provision for) income taxes | | | 156 | | | | (96 | ) | | | (11 | ) | | | — | | | | 49 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations | | | (256 | ) | | | 313 | | | | 103 | | | | (203 | ) | | | (43 | ) |
Cost of sales and administrative expenses | | | 23 | | | | 377 | | | | 250 | | | | (122 | ) | | | 528 | | Income (loss) from discontinued operations, net of tax | | | 190 | | | | (242 | ) | | | 29 | | | | — | | | | (23 | ) |
Depreciation and amortization | | | — | | | | 16 | | | | 11 | | | | — | | | | 27 | | | | | | | | | | | | | | | | | | | | | | |
Amortization of acquisition-related intangible assets | | | — | | | | 29 | | | | 12 | | | | — | | | | 41 | | Net income (loss) | | $ | (66 | ) | | $ | 71 | | | $ | 132 | | | $ | (203 | ) | | $ | (66 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total costs and expenses | | | 23 | | | | 422 | | | | 273 | | | | (122 | ) | | | 596 | | Comprehensive income (loss) | | $ | (23 | ) | | $ | 100 | | | $ | 157 | | | $ | (257 | ) | | $ | (23 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (23 | ) | | | 57 | | | | 43 | | | | — | | | | 77 | | |
Net interest income (expense) | | | (67 | ) | | | — | | | | (5 | ) | | | — | | | | (72 | ) | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of unconsolidated subsidiary | | | 65 | | | | 29 | | | | — | | | | (94 | ) | | | — | | | | Supplemental Condensed Consolidating Schedule of Comprehensive | |
Other income (expense) | | | — | | | | — | | | | — | | | | — | | | | — | | Income |
| | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2013 |
Income (loss) from continuing operations before income taxes | | | (25 | ) | | | 86 | | | | 38 | | | | (94 | ) | | | 5 | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
Benefit from (provision for) income taxes | | | 28 | | | | (21 | ) | | | (9 | ) | | | — | | | | (2 | ) | Company | Subsidiaries | Guarantor |
| | | | | | | | | | | | | | | | | | | | | | | Subsidiaries |
Income (loss) from continuing operations | | | 3 | | | | 65 | | | | 29 | | | | (94 | ) | | | 3 | | Total revenue | | $ | — | | | $ | 1,908 | | | $ | 1,258 | | | $ | (405 | ) | | $ | 2,761 | |
Income (loss) from discontinued operations, net of tax | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 3 | | | $ | 65 | | | $ | 29 | | | $ | (94 | ) | | $ | 3 | | Cost of sales and administrative expenses (excluding depreciation) | | | 77 | | | | 1,401 | | | | 997 | | | | (405 | ) | | | 2,070 | |
| | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | | | — | | | | 67 | | | | 37 | | | | — | | | | 104 | |
Comprehensive income (loss) | | $ | (3 | ) | | $ | 68 | | | $ | 32 | | | $ | (100 | ) | | $ | (3 | ) | Amortization of acquisition-related intangible assets | | | 1 | | | | 134 | | | | 47 | | | | — | | | | 182 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total costs and expenses | | | 78 | | | | 1,602 | | | | 1,081 | | | | (405 | ) | | | 2,356 | |
| | Supplemental Condensed Consolidating Schedule of Comprehensive | | | | | | | | | | | | | | | | | | | | | | |
Income (Loss) | Operating income (loss) | | | (78 | ) | | | 306 | | | | 177 | | | | — | | | | 405 | |
Six Months Ended June 30, 2013 | Net interest income (expense) | | | (300 | ) | | | — | | | | (25 | ) | | | — | | | | (325 | ) |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | Equity in earnings of unconsolidated subsidiary | | | 376 | | | | 149 | | | | — | | | | (525 | ) | | | — | |
Company | Subsidiaries | Subsidiaries | Other income (expense) | | | (6 | ) | | | — | | | | (2 | ) | | | — | | | | (8 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenue | | $ | — | | | $ | 918 | | | $ | 577 | | | $ | (184 | ) | | $ | 1,311 | | Income (loss) from continuing operations before income taxes | | | (8 | ) | | | 455 | | | | 150 | | | | (525 | ) | | | 72 | |
| | | | | | | | | | | | | | | | | | | | | Benefit from (provision for) income taxes | | | 120 | | | | (96 | ) | | | (50 | ) | | | — | | | | (26 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | Income (loss) from continuing operations | | | 112 | | | | 359 | | | | 100 | | | | (525 | ) | | | 46 | |
Cost of sales and administrative expenses | | | 43 | | | | 685 | | | | 489 | | | | (184 | ) | | | 1,033 | | Income (loss) from discontinued operations, net of tax | | | (49 | ) | | | 17 | | | | 49 | | | | — | | | | 17 | |
Depreciation and amortization | | | — | | | | 31 | | | | 18 | | | | — | | | | 49 | | | | | | | | | | | | | | | | | | | | | | |
Amortization of acquisition-related intangible assets | | | 1 | | | | 70 | | | | 24 | | | | — | | | | 95 | | Net income (loss) | | $ | 63 | | | $ | 376 | | | $ | 149 | | | $ | (525 | ) | | $ | 63 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total costs and expenses | | | 44 | | | | 786 | | | | 531 | | | | (184 | ) | | | 1,177 | | Comprehensive income (loss) | | $ | 82 | | | $ | 386 | | | $ | 163 | | | $ | (549 | ) | | $ | 82 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating income (loss) | | | (44 | ) | | | 132 | | | | 46 | | | | — | | | | 134 | | |
Net interest income (expense) | | | (156 | ) | | | — | | | | (13 | ) | | | — | | | | (169 | ) | | | | | | | | | | | | | | | | | | | | | |
Equity in earnings of unconsolidated subsidiary | | | 135 | | | | 55 | | | | — | | | | (190 | ) | | | — | | | | Supplemental Condensed Consolidating Schedule of Cash Flows | |
Other income (expense) | | | (5 | ) | | | — | | | | (2 | ) | | | — | | | | (7 | ) | Year Ended December 31, 2011 |
| | | | | | | | | | | | | | | | | | | | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
Income (loss) from continuing operations before income taxes | | | (70 | ) | | | 187 | | | | 31 | | | | (190 | ) | | | (42 | ) | Company | Subsidiaries | Guarantor |
Benefit from (provision for) income taxes | | | 62 | | | | (61 | ) | | | 11 | | | | — | | | | 12 | | | | Subsidiaries |
| | | | | | | | | | | | | | | | | | | | | Cash flow from operations: | | | | | | | | | | | | | | | | | | | | |
Income (loss) from continuing operations | | | (8 | ) | | | 126 | | | | 42 | | | | (190 | ) | | | (30 | ) | Net income (loss) | | $ | (149 | ) | | $ | 384 | | | $ | 123 | | | $ | (507 | ) | | $ | (149 | ) |
Income (loss) from discontinued operations, net of tax | | | (24 | ) | | | 9 | | | | 13 | | | | — | | | | (2 | ) | Income (loss) from discontinued operations | | | (184 | ) | | | 77 | | | | 34 | | | | — | | | | (73 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (32 | ) | | $ | 135 | | | $ | 55 | | | $ | (190 | ) | | $ | (32 | ) | Income (loss) from continuing operations | | | 35 | | | | 307 | | | | 89 | | | | (507 | ) | | | (76 | ) |
| | | | | | | | | | | | | | | | | | | | | Non cash adjustments | | | (347 | ) | | | 50 | | | | 87 | | | | 507 | | | | 297 | |
Comprehensive income (loss) | | $ | (80 | ) | | $ | 88 | | | $ | 14 | | | $ | (102 | ) | | $ | (80 | ) | Changes in operating assets and liabilities | | | (131 | ) | | | 104 | | | | (30 | ) | | | — | | | | (57 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash flow from (used in) continuing operations | | | (443 | ) | | | 461 | | | | 146 | | | | — | | | | 164 | |
| Cash flow from (used in) discontinued operations | | | (67 | ) | | | 475 | | | | 106 | | | | — | | | | 514 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Supplemental Condensed Consolidating Schedule of Comprehensive | | Cash flow from (used in) operations(d)(e) | | | (510 | ) | | | 936 | | | | 252 | | | | — | | | | 678 | |
Income (Loss) | Investment activities: | | | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30, 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 | ) |
| | | | | | Other investing activities | | | (4 | ) | | | 1 | | | | (2 | ) | | | — | | | | (5 | ) |
Total revenue | | $ | — | | | $ | 950 | | | $ | 584 | | | $ | (208 | ) | | $ | 1,326 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cash provided by (used in) continuing operations | | | 481 | | | | (413 | ) | | | (205 | ) | | | — | | | | (137 | ) |
| | | | | | Cash provided by (used in) discontinued operations | | | 399 | | | | (539 | ) | | | (49 | ) | | | — | | | | (189 | ) |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales and administrative expenses | | | 48 | | | | 733 | | | | 491 | | | | (208 | ) | | | 1,064 | | Cash provided by (used in) investment activities(d) | | | 880 | | | | (952 | ) | | | (254 | ) | | | — | | | | (326 | ) |
Depreciation and amortization | | | — | | | | 31 | | | | 20 | | | | — | | | | 51 | | Financing activities: | | | | | | | | | | | | | | | | | | | | |
Amortization of acquisition-related intangible assets | | | — | | | | 59 | | | | 25 | | | | — | | | | 84 | | Net repayments of long-term debt | | | (5 | ) | | | (1 | ) | | | (234 | ) | | | — | | | | (240 | ) |
Trade name impairment charges | | | — | | | | 339 | | | | — | | | | — | | | | 339 | | Other financing activities | | | (15 | ) | | | — | | | | — | | | | — | | | | (15 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total costs and expenses | | | 48 | | | | 1,162 | | | | 536 | | | | (208 | ) | | | 1,538 | | Cash provided by (used in) continuing operations | | | (20 | ) | | | (1 | ) | | | (234 | ) | | | — | | | | (255 | ) |
| | | | | | | | | | | | | | | | | | | | | Cash provided by (used in) discontinued operations | | | — | | | | 1 | | | | 1 | | | | — | | | | 2 | |
Operating income (loss) | | | (48 | ) | | | (212 | ) | | | 48 | | | | — | | | | (212 | ) | | | | | | | | | | | | | | | | | | | | | |
Net interest income (expense) | | | (136 | ) | | | — | | | | (10 | ) | | | — | | | | (146 | ) | Cash provided by (used in) financing activities | | | (20 | ) | | | — | | | | (233 | ) | | | — | | | | (253 | ) |
Equity in earnings of unconsolidated subsidiary | | | (133 | ) | | | 36 | | | | — | | | | 97 | | | | — | | Effect of exchange rate changes on cash | | | — | | | | — | | | | (4 | ) | | | — | | | | (4 | ) |
Other income (expense) | | | (61 | ) | | | — | | | | — | | | | — | | | | (61 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Increase (decrease) in cash and cash equivalents | | | 350 | | | | (16 | ) | | | (239 | ) | | | — | | | | 95 | |
Income (loss) from continuing operations before income taxes | | | (378 | ) | | | (176 | ) | | | 38 | | | | 97 | | | | (419 | ) | Beginning cash and cash equivalents | | | 179 | | | | 1 | | | | 598 | | | | — | | | | 778 | |
Benefit from (provision for) income taxes | | | 68 | | | | 42 | | | | (11 | ) | | | — | | | | 99 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Ending cash and cash equivalents | | $ | 529 | | | $ | (15 | ) | | $ | 359 | | | $ | — | | | $ | 873 | |
Income (loss) from continuing operations | | | (310 | ) | | | (134 | ) | | | 27 | | | | 97 | | | | (320 | ) | | | | | | | | | | | | | | | | | | | | | |
Income (loss) from discontinued operations, net of tax | | | (27 | ) | | | 1 | | | | 9 | | | | — | | | | (17 | ) | |
| | | | | | | | | | | | | | | | | | | | | (c) | The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital. | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (337 | ) | | $ | (133 | ) | | $ | 36 | | | $ | 97 | | | $ | (337 | ) | (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. | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | (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. | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | (400 | ) | | $ | (191 | ) | | $ | 9 | | | $ | 182 | | | $ | (400 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Supplemental Condensed Consolidating Schedule of Cash Flows | |
| Year Ended December 31, 2012 |
| | | | | | | | | | | | | | | | | | | | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
| | Supplemental Condensed Consolidating Schedule of Cash Flows | | Company | Subsidiaries | Guarantor |
Six Months Ended June 30, 2013 | | | Subsidiaries |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | Cash flow from operations: | | | | | | | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Net income (loss) | | $ | (66 | ) | | $ | 71 | | | $ | 132 | | | $ | (203 | ) | | $ | (66 | ) |
| | | | | | Income (loss) from discontinued operations | | | 190 | | | | (242 | ) | | | 29 | | | | — | | | | (23 | ) |
Cash flow from operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (32 | ) | | $ | 135 | | | $ | 55 | | | $ | (190 | ) | | $ | (32 | ) | Income (loss) from continuing operations | | | (256 | ) | | | 313 | | | | 103 | | | | (203 | ) | | | (43 | ) |
Income (loss) from discontinued operations | | | (24 | ) | | | 9 | | | | 13 | | | | — | | | | (2 | ) | Non cash adjustments | | | 61 | | | | 77 | | | | 65 | | | | 203 | | | | 406 | |
| | | | | | | | | | | | | | | | | | | | | Changes in operating assets and liabilities | | | (192 | ) | | | 122 | | | | (6 | ) | | | — | | | | (76 | ) |
Income (loss) from continuing operations | | | (8 | ) | | | 126 | | | | 42 | | | | (190 | ) | | | (30 | ) | | | | | | | | | | | | | | | | | | | | | |
Non cash adjustments | | | (88 | ) | | | 37 | | | | 43 | | | | 190 | | | | 182 | | Cash flow from (used in) continuing operations | | | (387 | ) | | | 512 | | | | 162 | | | | — | | | | 287 | |
Changes in operating assets and liabilities | | | (64 | ) | | | 57 | | | | (9 | ) | | | — | | | | (16 | ) | Cash flow from (used in) discontinued operations | | | (476 | ) | | | 321 | | | | 112 | | | | — | | | | (43 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash flow from (used in) continuing operations | | | (160 | ) | | | 220 | | | | 76 | | | | — | | | | 136 | | Cash flow from (used in) operations(g)(h) | | | (863 | ) | | | 833 | | | | 274 | | | | — | | | | 244 | |
Cash flow from (used in) discontinued operations | | | (52 | ) | | | 149 | | | | 73 | | | | — | | | | 170 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Investment activities: | | | | | | | | | | | | | | | | |
Cash flow from (used in) operations(a) | | | (212 | ) | | | 369 | | | | 149 | | | | — | | | | 306 | | Intercompany transactions(f) | | | 2,432 | | | | (373 | ) | | | (288 | ) | | | (1,771 | ) | | | — | |
| | | | | | Cash paid for acquired businesses, net of cash acquired | | | — | | | | (31 | ) | | | (9 | ) | | | — | | | | (40 | ) |
Investment activities: | | | | | | | | | | | | | | | | | | | | | Cash paid for property and equipment and software | | | — | | | | (67 | ) | | | (30 | ) | | | — | | | | (97 | ) |
Intercompany transactions | | | 201 | | | | (144 | ) | | | 23 | | | | (80 | ) | | | — | | Other investing activities | | | (1 | ) | | | 1 | | | | 1 | | | | — | | | | 1 | |
Cash paid for acquired businesses, net of cash acquired | | | — | | | | (1 | ) | | | — | | | | — | | | | (1 | ) | | | | | | | | | | | | | | | | | | | | | |
Cash paid for property and equipment and software | | | — | | | | (31 | ) | | | (15 | ) | | | — | | | | (46 | ) | Cash provided by (used in) continuing operations | | | 2,431 | | | | (470 | ) | | | (326 | ) | | | (1,771 | ) | | | (136 | ) |
Other investing activities | | | — | | | | — | | | | — | | | | — | | | | — | | Cash provided by (used in) discontinued operations | | | 208 | | | | 1,422 | | | | (33 | ) | | | — | | | | 1,597 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) continuing operations | | | 201 | | | | (176 | ) | | | 8 | | | | (80 | ) | | | (47 | ) | Cash provided by (used in) investment activities(g) | | | 2,639 | | | | 952 | | | | (359 | ) | | | (1,771 | ) | | | 1,461 | |
Cash provided by (used in) discontinued operations | | | 134 | | | | (124 | ) | | | (14 | ) | | | (50 | ) | | | (54 | ) | | | | | |
| | | | | | | | | | | | | | | | | | | | | Financing activities: | | | | | | | | | | | | | | | | |
Cash provided by (used in) investment activities | | | 335 | | | | (300 | ) | | | (6 | ) | | | (130 | ) | | | (101 | ) | Intercompany dividends of HE sale proceeds | | | — | | | | (1,771 | ) | | | — | | | | 1,771 | | | | — | |
| | | | | | Intercompany dividends | | | — | | | | — | | | | — | | | | — | | | | — | |
Financing activities: | | | | | | | | | | | | | | | | | | | | | Net repayments of long-term debt | | | (1,277 | ) | | | (1 | ) | | | 50 | | | | — | | | | (1,228 | ) |
Intercompany dividends | | | — | | | | (40 | ) | | | (40 | ) | | | 80 | | | | — | | Premium paid to retire debt | | | (48 | ) | | | — | | | | — | | | | — | | | | (48 | ) |
Net repayments of long-term debt | | | (136 | ) | | | — | | | | (50 | ) | | | — | | | | (186 | ) | Dividends paid | | | (724 | ) | | | — | | | | — | | | | — | | | | (724 | ) |
Other financing activities | | | (15 | ) | | | — | | | | — | | | | — | | | | (15 | ) | Other financing activities | | | (36 | ) | | | — | | | | — | | | | — | | | | (36 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) continuing operations | | | (151 | ) | | | (40 | ) | | | (90 | ) | | | 80 | | | | (201 | ) | Cash provided by (used in) continuing operations | | | (2,085 | ) | | | (1,772 | ) | | | 50 | | | | 1,771 | | | | (2,036 | ) |
Cash provided by (used in) discontinued operations | | | — | | | | (25 | ) | | | (25 | ) | | | 50 | | | | — | | Cash provided by (used in) discontinued operations | | | — | | | | (1 | ) | | | (2 | ) | | | — | | | | (3 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) financing activities | | | (151 | ) | | | (65 | ) | | | (115 | ) | | | 130 | | | | (201 | ) | 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 | |
Effect of exchange rate changes on cash | | | — | | | | — | | | | (12 | ) | | | — | | | | (12 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Increase (decrease) in cash and cash equivalents | | | (309 | ) | | | 12 | | | | (30 | ) | | | — | | | | (327 | ) |
| | | | | | Beginning cash and cash equivalents | | | 529 | | | | (15 | ) | | | 359 | | | | — | | | | 873 | |
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 | | $ | 220 | | | $ | (3 | ) | | $ | 329 | | | $ | — | | | $ | 546 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending cash and cash equivalents(b) | | $ | 192 | | | $ | 1 | | | $ | 345 | | | $ | — | | | $ | 538 | | |
| | | | | | | | | | | | | | | | | | | | | (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. | | | | | | | | | | | | | | | | | | | |
(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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Supplemental Condensed Consolidating Schedule of Cash Flows | |
| Year Ended December 31, 2013 |
| | | | | | | | | | | | | | | | | | | | | (in millions) | | Parent | | | Guarantor | | | Non- | | | Eliminations | | | Consolidated | |
| | Supplemental Condensed Consolidating Schedule of Cash Flows | | Company | Subsidiaries | Guarantor |
Six Months Ended June 30, 2014 | | | Subsidiaries |
(in millions) | | Parent | | | Guarantor | | | Non-Guarantor | | | Eliminations | | | Consolidated | | Cash flow from operations: | | | | | | | | | | | | |
Company | Subsidiaries | Subsidiaries | Net income (loss) | | $ | 63 | | | $ | 376 | | | $ | 149 | | | $ | (525 | ) | | $ | 63 | |
| | | | | | Income (loss) from discontinued operations | | | (49 | ) | | | 17 | | | | 49 | | | | — | | | | 17 | |
Cash flow from operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (337 | ) | | $ | (133 | ) | | $ | 36 | | | $ | 97 | | | $ | (337 | ) | Income (loss) from continuing operations | | | 112 | | | | 359 | | | | 100 | | | | (525 | ) | | | 46 | |
Income (loss) from discontinued operations | | | (27 | ) | | | 1 | | | | 9 | | | | — | | | | (17 | ) | Non cash adjustments | | | (304 | ) | | | 39 | | | | 84 | | | | 525 | | | | 344 | |
| | | | | | | | | | | | | | | | | | | | | Changes in operating assets and liabilities | | | (104 | ) | | | 121 | | | | 15 | | | | — | | | | 32 | |
Income (loss) from continuing operations | | | (310 | ) | | | (134 | ) | | | 27 | | | | 97 | | | | (320 | ) | | | | | | | | | | | | | | | | | | | | | |
Non cash adjustments | | | 238 | | | | 291 | | | | 43 | | | | (97 | ) | | | 475 | | Cash flow from (used in) continuing operations | | | (296 | ) | | | 519 | | | | 199 | | | | — | | | | 422 | |
Changes in operating assets and liabilities | | | (98 | ) | | | 46 | | | | (17 | ) | | | — | | | | (69 | ) | Cash flow from (used in) discontinued operations | | | (97 | ) | | | 289 | | | | 132 | | | | — | | | | 324 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash flow from (used in) continuing operations | | | (170 | ) | | | 203 | | | | 53 | | | | — | | | | 86 | | Cash flow from (used in) operations(j) | | | (393 | ) | | | 808 | | | | 331 | | | | — | | | | 746 | |
Cash flow from (used in) discontinued operations | | | (43 | ) | | | 52 | | | | 25 | | | | — | | | | 34 | | | | | |
| | | | | | | | | | | | | | | | | | | | | Investment activities: | | | | | | | | | | | | |
Cash flow from (used in) operations(a) | | | (213 | ) | | | 255 | | | | 78 | | | | — | | | | 120 | | Intercompany transactions(i) | | | 667 | | | | (262 | ) | | | (53 | ) | | | (352 | ) | | | — | |
| | | | | | Cash paid for acquired businesses, net of cash acquired | | | — | | | | (2 | ) | | | — | | | | — | | | | (2 | ) |
Investment activities: | | | | | | | | | | | | | | | | | | | | | Cash paid for property and equipment and software | | | — | | | | (73 | ) | | | (38 | ) | | | — | | | | (111 | ) |
Intercompany transactions | | | 85 | | | | (75 | ) | | | 38 | | | | (48 | ) | | | — | | Other investing activities | | | — | | | | — | | | | 1 | | | | — | | | | 1 | |
Cash paid for property and equipment and software | | | (1 | ) | | | (36 | ) | | | (21 | ) | | | — | | | | (58 | ) | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cash provided by (used in) continuing operations | | | 667 | | | | (337 | ) | | | (90 | ) | | | (352 | ) | | | (112 | ) |
Cash provided by (used in) continuing operations | | | 84 | | | | (111 | ) | | | 17 | | | | (48 | ) | | | (58 | ) | Cash provided by (used in) discontinued operations | | | 183 | | | | (289 | ) | | | (40 | ) | | | — | | | | (146 | ) |
Cash provided by (used in) discontinued operations | | | 1,041 | | | | (41 | ) | | | (995 | ) | | | — | | | | 5 | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | Cash provided by (used in) investment activities | | | 850 | | | | (626 | ) | | | (130 | ) | | | (352 | ) | | | (258 | ) |
Cash provided by (used in) investment activities | | | 1,125 | | | | (152 | ) | | | (978 | ) | | | (48 | ) | | | (53 | ) | | | | |
| | | | | | Financing activities: | | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | | | | | | | | | | Intercompany dividends | | | — | | | | (120 | ) | | | (120 | ) | | | 240 | | | | — | |
Intercompany dividends | | | — | | | | (24 | ) | | | (24 | ) | | | 48 | | | | — | | Net repayments of long-term debt | | | (253 | ) | | | — | | | | (51 | ) | | | — | | | | (304 | ) |
Net repayments of long-term debt | | | (1,269 | ) | | | — | | | | (62 | ) | | | — | | | | (1,331 | ) | Dividends paid | | | (3 | ) | | | — | | | | — | | | | — | | | | (3 | ) |
Other financing activities | | | (16 | ) | | | — | | | | — | | | | — | | | | (16 | ) | Other financing activities | | | (18 | ) | | | — | | | | — | | | | — | | | | (18 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) continuing operations | | | (1,285 | ) | | | (24 | ) | | | (86 | ) | | | 48 | | | | (1,347 | ) | Cash provided by (used in) continuing operations | | | (274 | ) | | | (120 | ) | | | (171 | ) | | | 240 | | | | (325 | ) |
Cash provided by (used in) discontinued operations | | | — | | | | (80 | ) | | | 967 | | | | — | | | | 887 | | Cash provided by (used in) discontinued operations | | | — | | | | (57 | ) | | | (57 | ) | | | 112 | | | | (2 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash provided by (used in) financing activities | | | (1,285 | ) | | | (104 | ) | | | 881 | | | | 48 | | | | (460 | ) | Cash provided by (used in) financing activities | | | (274 | ) | | | (177 | ) | | | (228 | ) | | | 352 | | | | (327 | ) |
| | | | | | Effect of exchange rate changes on cash | | | — | | | | — | | | | (1 | ) | | | — | | | | (1 | ) |
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 | |
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 | | $ | 403 | | | $ | 2 | | | $ | 301 | | | $ | — | | | $ | 706 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ending cash and cash equivalents | | $ | 30 | | | $ | 1 | | | $ | 283 | | | $ | — | | | $ | 314 | | |
| | | | | | | | | | | | | | | | | | | | | (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. | | | | | | | | | | | | | | | | | | | |
| |
(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 | | | | | | | | | | | | | | | | | | | | |