Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries | 6 Months Ended |
Jun. 30, 2014 |
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries | ' |
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries | ' |
Note 19. Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries |
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The following condensed consolidating financial statements of SvM and its subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X. These condensed consolidating financial statements have been prepared from SvM’s financial information on the same basis of accounting as the unaudited condensed consolidated financial statements. Goodwill and other intangible assets have been allocated to all of SvM’s subsidiaries based on management’s estimates. ServiceMaster Global Holdings, Inc. is not an obligor, nor guarantor, to the 8% 2020 Notes and the 7% 2020 Notes (collectively, the “2020 Notes”), the Existing Term Facilities or the New Term Loan Facility. |
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The payment obligations of SvM under the 2020 Notes are jointly and severally guaranteed on a senior unsecured basis by SvM’s domestic subsidiaries that guarantee our indebtedness under the Existing Credit Facilities and New Credit Facilities (the “Guarantors”). Each of the Guarantors is wholly owned, directly or indirectly, by SvM, and all guarantees are full and unconditional. SvM’s non-U.S. subsidiaries, SvM’s subsidiaries subject to regulation as an insurance, home warranty, service contract or similar company, and certain other subsidiaries of SvM (the “Non-Guarantors”) do not guarantee the 2020 Notes. A Guarantor will be released from its obligations under its guarantee under certain customary circumstances, including, (i) the sale or disposition of the Guarantor, (ii) the release of the Guarantor from all of its obligations under all guarantees related to any indebtedness of SvM, (iii) the merger or consolidation of the Guarantor as specified in the indenture governing the 2020 Notes, (iv) the Guarantor becomes an unrestricted subsidiary under the indenture governing the 2020 Notes, (v) the defeasance of SvM’s obligations under the indenture governing the 2020 Notes or (vi) the payment in full of the principal amount of the 2020 Notes. |
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THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES |
Condensed Consolidating Statement of Operations and Comprehensive Income |
For the Three Months Ended June 30, 2014 (Unaudited) |
(In millions) |
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| | Parent | | Guarantors | | Non- | | Eliminations | | SvM | |
Issuer | Guarantors | Consolidated |
Operating Revenue | | $ | — | | $ | 427 | | $ | 270 | | $ | (14 | ) | $ | 683 | |
Cost of services rendered and products sold | | — | | 237 | | 128 | | (14 | ) | 351 | |
Selling and administrative expenses | | 2 | | 87 | | 88 | | — | | 177 | |
Amortization expense | | — | | 12 | | 2 | | — | | 14 | |
Impairment of software and other related costs | | — | | — | | (1 | ) | — | | (1 | ) |
Restructuring charges | | — | | 1 | | — | | — | | 1 | |
Interest expense | | 61 | | — | | — | | — | | 61 | |
Interest and net investment loss (income) | | 1 | | — | | (2 | ) | — | | (1 | ) |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations before Income Taxes | | (64 | ) | 90 | | 55 | | — | | 81 | |
(Benefit) Provision for income taxes | | (43 | ) | 42 | | 39 | | — | | 38 | |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations | | (21 | ) | 48 | | 16 | | — | | 43 | |
Loss from discontinued operations, net of income taxes | | (2 | ) | — | | — | | — | | (2 | ) |
Equity in earnings of subsidiaries (net of tax) | | 64 | | 16 | | — | | (80 | ) | — | |
Net Income | | $ | 41 | | $ | 64 | | $ | 16 | | $ | (80 | ) | $ | 41 | |
| | | | | | | | | | | |
Total Comprehensive Income | | $ | 43 | | $ | 65 | | $ | 17 | | $ | (82 | ) | $ | 43 | |
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THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES |
Condensed Consolidating Statement of Operations and Comprehensive Loss |
For the Three Months Ended June 30, 2013 (Unaudited) |
(In millions) |
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| | Parent | | Guarantors | | Non- | | Eliminations | | SvM | |
Issuer | Guarantors | Consolidated |
Operating Revenue | | $ | — | | $ | 416 | | $ | 232 | | $ | (17 | ) | $ | 631 | |
Cost of services rendered and products sold | | — | | 234 | | 112 | | (17 | ) | 329 | |
Selling and administrative expenses | | 2 | | 86 | | 100 | | — | | 188 | |
Amortization expense | | — | | 12 | | 1 | | — | | 13 | |
Interest expense | | 29 | | 28 | | 6 | | — | | 63 | |
Interest and net investment (income) loss | | (2 | ) | 4 | | (4 | ) | — | | (2 | ) |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations before Income Taxes | | (29 | ) | 52 | | 17 | | — | | 40 | |
(Benefit) Provision for income taxes | | (22 | ) | 15 | | 32 | | — | | 25 | |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations | | (7 | ) | 37 | | (15 | ) | — | | 15 | |
(Loss) income from discontinued operations, net of income taxes | | (2 | ) | 140 | | (663 | ) | — | | (525 | ) |
Equity in earnings of subsidiaries (net of tax) | | (501 | ) | (676 | ) | — | | 1,177 | | — | |
Net Loss | | $ | (510 | ) | $ | (499 | ) | $ | (678 | ) | $ | 1,177 | | $ | (510 | ) |
| | | | | | | | | | | |
Total Comprehensive Loss | | $ | (514 | ) | $ | (502 | ) | $ | (681 | ) | $ | 1,183 | | $ | (514 | ) |
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THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES |
Condensed Consolidating Statement of Operations and Comprehensive Loss |
For the Six Months Ended June 30, 2014 (Unaudited) |
(In millions) |
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| | Parent | | Guarantors | | Non- | | Eliminations | | SvM | |
Issuer | Guarantors | Consolidated |
Operating Revenue | | $ | — | | $ | 798 | | $ | 447 | | $ | (29 | ) | $ | 1,216 | |
Cost of services rendered and products sold | | — | | 450 | | 218 | | (29 | ) | 639 | |
Selling and administrative expenses | | 4 | | 157 | | 167 | | — | | 328 | |
Amortization expense | | — | | 24 | | 3 | | — | | 27 | |
Impairment of software and other related costs | | — | | — | | 47 | | — | | 47 | |
Restructuring charges | | — | | 2 | | 4 | | — | | 6 | |
Interest expense | | 116 | | 5 | | 1 | | — | | 122 | |
Interest and net investment loss (income) | | 2 | | — | | (9 | ) | — | | (7 | ) |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations before Income Taxes | | (122 | ) | 160 | | 16 | | — | | 54 | |
(Benefit) Provision for income taxes | | (62 | ) | 61 | | 30 | | — | | 29 | |
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(Loss) Income from Continuing Operations | | (60 | ) | 99 | | (14 | ) | — | | 25 | |
(Loss) income from discontinued operations, net of income taxes | | (6 | ) | 59 | | (150 | ) | — | | (97 | ) |
Equity in earnings of subsidiaries (net of tax) | | (6 | ) | (167 | ) | — | | 173 | | — | |
Net Loss | | $ | (72 | ) | $ | (9 | ) | $ | (164 | ) | $ | 173 | | $ | (72 | ) |
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Total Comprehensive Loss | | $ | (74 | ) | $ | (10 | ) | $ | (166 | ) | $ | 176 | | $ | (74 | ) |
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THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES |
Condensed Consolidating Statement of Operations and Comprehensive Loss |
For the Six Months Ended June 30, 2013 (Unaudited) |
(In millions) |
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| | Parent | | Guarantors | | Non- | | Eliminations | | SvM | |
Issuer | Guarantors | Consolidated |
Operating Revenue | | $ | — | | $ | 776 | | $ | 401 | | $ | (32 | ) | $ | 1,145 | |
Cost of services rendered and products sold | | — | | 443 | | 188 | | (32 | ) | 599 | |
Selling and administrative expenses | | 4 | | 154 | | 188 | | — | | 346 | |
Amortization expense | | — | | 25 | | 1 | | — | | 26 | |
Restructuring charges | | — | | 1 | | 2 | | — | | 3 | |
Interest expense | | 56 | | 56 | | 11 | | — | | 123 | |
Interest and net investment (income) loss | | (2 | ) | 4 | | (6 | ) | — | | (4 | ) |
| | | | | | | | | | | |
(Loss) Income from Continuing Operations before Income Taxes | | (58 | ) | 93 | | 17 | | — | | 52 | |
(Benefit) Provision for income taxes | | (25 | ) | 10 | | 46 | | — | | 31 | |
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(Loss) Income from Continuing Operations | | (33 | ) | 83 | | (29 | ) | — | | 21 | |
(Loss) income from discontinued operations, net of income taxes | | (3 | ) | 161 | | (712 | ) | — | | (554 | ) |
Equity in earnings of subsidiaries (net of tax) | | (497 | ) | (737 | ) | — | | 1,234 | | — | |
Net Loss | | $ | (533 | ) | $ | (493 | ) | $ | (741 | ) | $ | 1,234 | | $ | (533 | ) |
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Total Comprehensive Loss | | $ | (534 | ) | $ | (493 | ) | $ | (744 | ) | $ | 1,237 | | $ | (534 | ) |
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THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES |
Condensed Consolidating Statement of Financial Position (Unaudited) |
As of June 30, 2014 |
(In millions) |
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| | Parent | | Guarantors | | Non- | | Eliminations | | SvM | |
Issuer | Guarantors | Consolidated |
Assets: | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 363 | | $ | 8 | | $ | 144 | | $ | — | | $ | 515 | |
Marketable securities | | — | | — | | 23 | | — | | 23 | |
Receivables | | 5 | | 107 | | 480 | | (141 | ) | 451 | |
Inventories | | — | | 37 | | 2 | | — | | 39 | |
Prepaid expenses and other assets | | 24 | | 26 | | 19 | | (13 | ) | 56 | |
Deferred customer acquisition costs | | — | | 18 | | 16 | | — | | 34 | |
Deferred taxes | | 79 | | 25 | | 1 | | — | | 105 | |
Total Current Assets | | 471 | | 221 | | 685 | | (154 | ) | 1,223 | |
Property and Equipment: | | | | | | | | | | | |
At cost | | — | | 206 | | 156 | | — | | 362 | |
Less: accumulated depreciation | | — | | (122 | ) | (101 | ) | — | | (223 | ) |
Net Property and Equipment | | — | | 84 | | 55 | | — | | 139 | |
| | | | | | | | | | | |
Other Assets: | | | | | | | | | | | |
Goodwill | | — | | 1,664 | | 396 | | — | | 2,060 | |
Intangible assets, primarily trade names, service marks and trademarks, net | | — | | 957 | | 759 | | — | | 1,716 | |
Notes receivable | | 23 | | — | | 23 | | (6 | ) | 40 | |
Long-term marketable securities | | 9 | | — | | 82 | | — | | 91 | |
Investments in and advances to subsidiaries | | 3,340 | | 1,164 | | — | | (4,504 | ) | — | |
Other assets | | 87 | | 24 | | 4 | | (67 | ) | 48 | |
Debt issuance costs | | 36 | | — | | — | | — | | 36 | |
Total Assets | | $ | 3,966 | | $ | 4,114 | | $ | 2,004 | | $ | (4,731 | ) | $ | 5,353 | |
| | | | | | | | | | | |
Liabilities and Shareholder’s (Deficit) Equity: | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | |
Accounts payable | | $ | — | | $ | 51 | | $ | 48 | | $ | — | | $ | 99 | |
Accrued liabilities: | | | | | | | | | | | |
Payroll and related expenses | | 2 | | 27 | | 33 | | — | | 62 | |
Self-insured claims and related expenses | | 7 | | 27 | | 75 | | — | | 109 | |
Accrued interest payable | | 48 | | — | | — | | (1 | ) | 47 | |
Other | | 1 | | 40 | | 30 | | (12 | ) | 59 | |
Deferred revenue | | — | | 95 | | 407 | | — | | 502 | |
Liabilities of discontinued operations | | 8 | | — | | — | | — | | 8 | |
Current portion of long-term debt | | 162 | | 20 | | 1 | | (141 | ) | 42 | |
Total Current Liabilities | | 228 | | 260 | | 594 | | (154 | ) | 928 | |
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Long-Term Debt | | 3,805 | | 36 | | 24 | | (6 | ) | 3,859 | |
| | | | | | | | | | | |
Other Long-Term Liabilities: | | | | | | | | | | | |
Deferred taxes | | — | | 494 | | 293 | | (67 | ) | 720 | |
Intercompany payable | | 199 | | — | | 542 | | (741 | ) | — | |
Other long-term obligations, primarily self-insured claims | | 32 | | 26 | | 86 | | — | | 144 | |
Total Other Long-Term Liabilities | | 231 | | 520 | | 921 | | (808 | ) | 864 | |
| | | | | | | | | | | |
Shareholder’s (Deficit) Equity | | (298 | ) | 3,298 | | 465 | | (3,763 | ) | (298 | ) |
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Total Liabilities and Shareholder’s (Deficit) Equity | | $ | 3,966 | | $ | 4,114 | | $ | 2,004 | | $ | (4,731 | ) | $ | 5,353 | |
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THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES |
Condensed Consolidating Statement of Financial Position (Unaudited) |
As of December 31, 2013 |
(In millions) |
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| | Parent | | Guarantors | | Non- | | Eliminations | | SvM | |
Issuer | Guarantors | Consolidated |
Assets: | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | |
Cash and cash equivalents | | $ | 401 | | $ | 7 | | $ | 68 | | $ | — | | $ | 476 | |
Marketable securities | | — | | — | | 27 | | — | | 27 | |
Receivables | | 2 | | 97 | | 401 | | (106 | ) | 394 | |
Inventories | | — | | 37 | | 2 | | — | | 39 | |
Prepaid expenses and other assets | | — | | 25 | | 38 | | (7 | ) | 56 | |
Deferred customer acquisition costs | | — | | 15 | | 15 | | — | | 30 | |
Deferred taxes | | 38 | | 66 | | 3 | | — | | 107 | |
Assets of discontinued operations | | — | | 5 | | 71 | | — | | 76 | |
Total Current Assets | | 441 | | 252 | | 625 | | (113 | ) | 1,205 | |
Property and Equipment: | | | | | | | | | | | |
At cost | | — | | 198 | | 183 | | — | | 381 | |
Less: accumulated depreciation | | — | | (111 | ) | (93 | ) | — | | (204 | ) |
Net Property and Equipment | | — | | 87 | | 90 | | — | | 177 | |
| | | | | | | | | | | |
Other Assets: | | | | | | | | | | | |
Goodwill | | — | | 1,655 | | 363 | | — | | 2,018 | |
Intangible assets, primarily trade names, service marks and trademarks, net | | — | | 977 | | 744 | | — | | 1,721 | |
Notes receivable | | 2,016 | | — | | 23 | | (2,002 | ) | 37 | |
Long-term marketable securities | | 13 | | — | | 109 | | — | | 122 | |
Investments in and advances to subsidiaries | | 1,868 | | 1,379 | | — | | (3,247 | ) | — | |
Other assets | | 33 | | 23 | | 28 | | (35 | ) | 49 | |
Debt issuance costs | | 41 | | — | | — | | — | | 41 | |
Assets of discontinued operations | | 3 | | — | | 539 | | — | | 542 | |
Total Assets | | $ | 4,415 | | $ | 4,373 | | $ | 2,521 | | $ | (5,397 | ) | $ | 5,912 | |
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Liabilities and Shareholder’s Equity: | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 2 | | $ | 42 | | $ | 48 | | $ | — | | $ | 92 | |
Accrued liabilities: | | | | | | | | | | | |
Payroll and related expenses | | 2 | | 28 | | 40 | | — | | 70 | |
Self-insured claims and related expenses | | — | | 29 | | 49 | | — | | 78 | |
Accrued interest payable | | 52 | | — | | — | | (1 | ) | 51 | |
Other | | 7 | | 26 | | 28 | | (6 | ) | 55 | |
Deferred revenue | | — | | 92 | | 356 | | — | | 448 | |
Liabilities of discontinued operations | | — | | — | | 139 | | — | | 139 | |
Current portion of long-term debt | | 127 | | 17 | | 1 | | (106 | ) | 39 | |
Total Current Liabilities | | 190 | | 234 | | 661 | | (113 | ) | 972 | |
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Long-Term Debt | | 3,812 | | 1,711 | | 346 | | (2,002 | ) | 3,867 | |
| | | | | | | | | | | |
Other Long-Term Liabilities: | | | | | | | | | | | |
Deferred taxes | | — | | 455 | | 270 | | (35 | ) | 690 | |
Intercompany payable | | 341 | | — | | 330 | | (671 | ) | — | |
Liabilities of discontinued operations | | 3 | | 122 | | 37 | | — | | 162 | |
Other long-term obligations, primarily self-insured claims | | 17 | | 22 | | 130 | | — | | 169 | |
Total Other Long-Term Liabilities | | 361 | | 599 | | 767 | | (706 | ) | 1,021 | |
| | | | | | | | | | | |
Shareholder’s Equity | | 52 | | 1,829 | | 747 | | (2,576 | ) | 52 | |
| | | | | | | | | | | |
Total Liabilities and Shareholder’s Equity | | $ | 4,415 | | $ | 4,373 | | $ | 2,521 | | $ | (5,397 | ) | $ | 5,912 | |
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THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES |
Condensed Consolidating Statement of Cash Flows (Unaudited) |
For the Six Months Ended June 30, 2014 |
(In millions) |
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| | Parent | | Guarantors | | Non- | | Eliminations | | SvM | |
Issuer | Guarantors | Consolidated |
Cash and Cash Equivalents at Beginning of Period | | $ | 401 | | $ | 7 | | $ | 68 | | $ | — | | $ | 476 | |
| | | | | | | | | | | |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | | (124 | ) | 225 | | 78 | | (30 | ) | 149 | |
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Cash Flows from Investing Activities from Continuing Operations: | | | | | | | | | | | |
Property additions | | — | | (5 | ) | (21 | ) | — | | (26 | ) |
Sale of equipment and other assets | | — | | — | | 1 | | — | | 1 | |
Other business acquisitions, net of cash acquired | | — | | (9 | ) | (32 | ) | — | | (41 | ) |
Notes receivable, financial investments and securities, net | | — | | — | | 30 | | — | | 30 | |
Notes receivable from affiliate | | (2 | ) | — | | — | | — | | (2 | ) |
Net Cash Used for Investing Activities from Continuing Operations | | (2 | ) | (14 | ) | (22 | ) | — | | (38 | ) |
| | | | | | | | | | | |
Cash Flows from Financing Activities from Continuing Operations: | | | | | | | | | | | |
Payments of debt | | (11 | ) | (9 | ) | (2 | ) | — | | (22 | ) |
Contribution to TruGreen Holding Corporation | | (35 | ) | — | | — | | — | | (35 | ) |
Shareholders’ dividends | | — | | (15 | ) | (15 | ) | 30 | | — | |
Net intercompany advances | | 143 | | (186 | ) | 43 | | — | | — | |
Net Cash Provided from (Used for) Financing Activities from Continuing Operations | | 97 | | (210 | ) | 26 | | 30 | | (57 | ) |
| | | | | | | | | | | |
Cash Flows from Discontinued Operations: | | | | | | | | | | | |
Cash used for operating activities | | (9 | ) | — | | (1 | ) | — | | (10 | ) |
Cash used for investing activities | | — | | — | | (2 | ) | — | | (2 | ) |
Cash used for financing activities | | — | | — | | (3 | ) | — | | (3 | ) |
Net Cash Used for Discontinued Operations | | (9 | ) | — | | (6 | ) | — | | (15 | ) |
| | | | | | | | | | | |
Cash (Decrease) Increase During the Period | | (38 | ) | 1 | | 76 | | — | | 39 | |
| | | | | | | | | | | |
Cash and Cash Equivalents at End of Period | | $ | 363 | | $ | 8 | | $ | 144 | | $ | — | | $ | 515 | |
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THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES |
Condensed Consolidating Statement of Cash Flows (Unaudited) |
For the Six Months Ended June 30, 2013 |
(In millions) |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | SvM | |
Issuer | Guarantors | Consolidated |
Cash and Cash Equivalents at Beginning of Period | | $ | 317 | | $ | 7 | | $ | 88 | | $ | — | | $ | 412 | |
| | | | | | | | | | | |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | | (15 | ) | 143 | | 22 | | (24 | ) | 126 | |
| | | | | | | | | | | |
Cash Flows from Investing Activities from Continuing Operations: | | | | | | | | | | | |
Property additions | | — | | (7 | ) | (16 | ) | — | | (23 | ) |
Sale of equipment and other assets | | — | | 1 | | — | | — | | 1 | |
Other business acquisitions, net of cash acquired | | — | | (5 | ) | — | | — | | (5 | ) |
Notes receivable, financial investments and securities, net | | — | | — | | (18 | ) | — | | (18 | ) |
Notes receivable from affiliates | | (10 | ) | — | | — | | — | | (10 | ) |
Net Cash Used for Investing Activities from Continuing Operations | | (10 | ) | (11 | ) | (34 | ) | — | | (55 | ) |
| | | | | | | | | | | |
Cash Flows from Financing Activities from Continuing Operations: | | | | | | | | | | | |
Borrowings of debt | | 1 | | — | | — | | — | | 1 | |
Payments of debt | | (14 | ) | (7 | ) | (1 | ) | — | | (22 | ) |
Discount paid on issuance of debt | | (12 | ) | — | | — | | — | | (12 | ) |
Debt issuance costs paid | | (6 | ) | — | | — | | — | | (6 | ) |
Shareholders’ dividends | | — | | (12 | ) | (12 | ) | 24 | | — | |
Net intercompany advances | | (1 | ) | (109 | ) | 110 | | — | | — | |
Net Cash (Used for) Provided from Financing Activities from Continuing Operations | | (32 | ) | (128 | ) | 97 | | 24 | | (39 | ) |
| | | | | | | | | | | |
Cash Flows from Discontinued Operations: | | | | | | | | | | | |
Cash used for operating activities | | (4 | ) | — | | (42 | ) | — | | (46 | ) |
Cash used for investing activities | | — | | — | | (16 | ) | — | | (16 | ) |
Cash used for financing activities | | — | | — | | (6 | ) | — | | (6 | ) |
Net Cash Used for Discontinued Operations | | (4 | ) | — | | (64 | ) | — | | (68 | ) |
| | | | | | | | | | | |
Cash (Decrease) Increase During the Period | | (61 | ) | 4 | | 21 | | — | | (36 | ) |
| | | | | | | | | | | |
Cash and Cash Equivalents at End of Period | | $ | 256 | | $ | 11 | | $ | 109 | | $ | — | | $ | 376 | |