Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2013 |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements | ' |
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Note 11: Condensed Consolidating Financial Statements |
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As discussed above in Note 4, DIRECTV has provided a guarantee of all the outstanding senior notes of DIRECTV Holdings LLC and DIRECTV Financing Co., Inc., or the Co-issuers. |
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The following condensed consolidating financial statements of DIRECTV and subsidiaries have been prepared pursuant to rules regarding the preparation of consolidating financial statements of Regulation S-X. |
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These condensed consolidating financial statements present the condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the three and nine months ended September 30, 2013 and 2012, the condensed consolidating statements of cash flows for the nine months ended September 30, 2013 and 2012, and the condensed consolidating balance sheets as of September 30, 2013 and December 31, 2012. |
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The condensed consolidating financial statements are comprised of DIRECTV, or the Parent Guarantor, its indirect 100% owned subsidiaries, DIRECTV Holdings, DIRECTV Financing and each of DIRECTV Holdings' material subsidiaries (other than DIRECTV Financing), or the Guarantor Subsidiaries, as well as other subsidiaries who are not guarantors of the senior notes, or the Non-Guarantor Subsidiaries, and the eliminations necessary to present DIRECTV's financial statements on a consolidated basis. The Non-Guarantor Subsidiaries consist primarily of DIRECTV's DTH digital television services throughout Latin America which are held by DIRECTV Latin America Holdings, Inc. and its subsidiaries, and our regional sports networks which are held by DIRECTV Sports Networks LLC and its subsidiaries. |
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The accompanying condensed consolidating financial statements are presented based on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the subsidiaries' cumulative results of operations, capital contributions and distributions, and other changes in equity. Elimination entries include consolidating and eliminating entries for investments in subsidiaries, intercompany activity and balances, and income taxes. |
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Condensed Consolidating Statement of Operations |
For the Three Months Ended September 30, 2013 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Revenues | | $ | — | | $ | — | | $ | 6,170 | | $ | 1,723 | | $ | (13 | ) | $ | 7,880 | | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 2,904 | | | 548 | | | (11 | ) | | 3,441 | | |
Subscriber service expenses | | | — | | | — | | | 391 | | | 192 | | | — | | | 583 | | |
Broadcast operations expenses | | | — | | | — | | | 68 | | | 32 | | | (2 | ) | | 98 | | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 756 | | | 185 | | | — | | | 941 | | |
Upgrade and retention costs | | | — | | | — | | | 359 | | | 52 | | | — | | | 411 | | |
General and administrative expenses | | | 12 | | | — | | | 296 | | | 165 | | | — | | | 473 | | |
Depreciation and amortization expense | | | — | | | — | | | 409 | | | 299 | | | — | | | 708 | | |
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Total operating costs and expenses | | | 12 | | | — | | | 5,183 | | | 1,473 | | | (13 | ) | | 6,655 | | |
| | | | | | | | | | | | | | |
Operating profit (loss) | | | (12 | ) | | — | | | 987 | | | 250 | | | — | | | 1,225 | | |
Equity in income of consolidated subsidiaries | | | 706 | | | 820 | | | — | | | — | | | (1,526 | ) | | — | | |
Interest income | | | 3 | | | — | | | 1 | | | 13 | | | (2 | ) | | 15 | | |
Interest expense | | | — | | | (206 | ) | | (1 | ) | | 23 | | | 2 | | | (182 | ) | |
Other, net | | | — | | | — | | | 6 | | | 37 | | | — | | | 43 | | |
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Income before income taxes | | | 697 | | | 614 | | | 993 | | | 323 | | | (1,526 | ) | | 1,101 | | |
Income tax benefit (expense) | | | 2 | | | 38 | | | (173 | ) | | (258 | ) | | — | | | (391 | ) | |
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Net income | | | 699 | | | 652 | | | 820 | | | 65 | | | (1,526 | ) | | 710 | | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (11 | ) | | — | | | (11 | ) | |
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Net income attributable to DIRECTV | | $ | 699 | | $ | 652 | | $ | 820 | | $ | 54 | | $ | (1,526 | ) | $ | 699 | | |
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Condensed Consolidating Statement of Operations |
For the Three Months Ended September 30, 2012 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Revenues | | $ | — | | $ | — | | $ | 5,769 | | $ | 1,667 | | $ | (20 | ) | $ | 7,416 | | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 2,685 | | | 621 | | | (18 | ) | | 3,288 | | |
Subscriber service expenses | | | — | | | — | | | 390 | | | 176 | | | — | | | 566 | | |
Broadcast operations expenses | | | — | | | — | | | 74 | | | 31 | | | (2 | ) | | 103 | | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 757 | | | 187 | | | — | | | 944 | | |
Upgrade and retention costs | | | — | | | — | | | 340 | | | 42 | | | — | | | 382 | | |
General and administrative expenses | | | 17 | | | — | | | 272 | | | 158 | | | — | | | 447 | | |
Depreciation and amortization expense | | | — | | | — | | | 375 | | | 243 | | | — | | | 618 | | |
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Total operating costs and expenses | | | 17 | | | — | | | 4,893 | | | 1,458 | | | (20 | ) | | 6,348 | | |
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Operating profit (loss) | | | (17 | ) | | — | | | 876 | | | 209 | | | — | | | 1,068 | | |
Equity in income of consolidated subsidiaries | | | 576 | | | 553 | | | — | | | — | | | (1,129 | ) | | — | | |
Interest income | | | — | | | — | | | 1 | | | 19 | | | (3 | ) | | 17 | | |
Interest expense | | | — | | | (188 | ) | | (1 | ) | | (18 | ) | | 3 | | | (204 | ) | |
Other, net | | | (2 | ) | | — | | | 17 | | | 24 | | | — | | | 39 | | |
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Income before income taxes | | | 557 | | | 365 | | | 893 | | | 234 | | | (1,129 | ) | | 920 | | |
Income tax benefit (expense) | | | 8 | | | 71 | | | (340 | ) | | (87 | ) | | — | | | (348 | ) | |
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Net income | | | 565 | | | 436 | | | 553 | | | 147 | | | (1,129 | ) | | 572 | | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (7 | ) | | — | | | (7 | ) | |
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Net income attributable to DIRECTV | | $ | 565 | | $ | 436 | | $ | 553 | | $ | 140 | | $ | (1,129 | ) | $ | 565 | | |
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Condensed Consolidating Statement of Operations |
For the Nine Months Ended September 30, 2013 |
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| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Revenues | | $ | — | | $ | — | | $ | 17,903 | | $ | 5,306 | | $ | (49 | ) | $ | 23,160 | | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 8,147 | | | 1,808 | | | (43 | ) | | 9,912 | | |
Subscriber service expenses | | | — | | | — | | | 1,102 | | | 572 | | | — | | | 1,674 | | |
Broadcast operations expenses | | | — | | | — | | | 220 | | | 91 | | | (6 | ) | | 305 | | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 1,979 | | | 585 | | | — | | | 2,564 | | |
Upgrade and retention costs | | | — | | | — | | | 1,002 | | | 151 | | | — | | | 1,153 | | |
General and administrative expenses | | | 53 | | | — | | | 885 | | | 514 | | | — | | | 1,452 | | |
Venezuelan currency devaluation | | | — | | | — | | | — | | | 166 | | | — | | | 166 | | |
Depreciation and amortization expense | | | — | | | — | | | 1,225 | | | 892 | | | — | | | 2,117 | | |
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Total operating costs and expenses | | | 53 | | | — | | | 14,560 | | | 4,779 | | | (49 | ) | | 19,343 | | |
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Operating profit (loss) | | | (53 | ) | | — | | | 3,343 | | | 527 | | | — | | | 3,817 | | |
Equity in income of consolidated subsidiaries | | | 2,082 | | | 2,530 | | | — | | | — | | | (4,612 | ) | | — | | |
Interest income | | | 13 | | | — | | | 2 | | | 49 | | | (8 | ) | | 56 | | |
Interest expense | | | (1 | ) | | (613 | ) | | (2 | ) | | (10 | ) | | 8 | | | (618 | ) | |
Other, net | | | (4 | ) | | — | | | 22 | | | (12 | ) | | — | | | 6 | | |
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Income before income taxes | | | 2,037 | | | 1,917 | | | 3,365 | | | 554 | | | (4,612 | ) | | 3,261 | | |
Income tax benefit (expense) | | | 12 | | | 152 | | | (835 | ) | | (521 | ) | | — | | | (1,192 | ) | |
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Net income | | | 2,049 | | | 2,069 | | | 2,530 | | | 33 | | | (4,612 | ) | | 2,069 | | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (20 | ) | | — | | | (20 | ) | |
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Net income attributable to DIRECTV | | $ | 2,049 | | $ | 2,069 | | $ | 2,530 | | $ | 13 | | $ | (4,612 | ) | $ | 2,049 | | |
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Condensed Consolidating Statement of Operations |
For the Nine Months Ended September 30, 2012 |
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| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Revenues | | $ | — | | $ | 59 | | $ | 16,915 | | $ | 4,831 | | $ | (119 | ) | $ | 21,686 | | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 7,549 | | | 1,754 | | | (54 | ) | | 9,249 | | |
Subscriber service expenses | | | — | | | — | | | 1,096 | | | 496 | | | — | | | 1,592 | | |
Broadcast operations expenses | | | — | | | — | | | 229 | | | 87 | | | (6 | ) | | 310 | | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 2,017 | | | 532 | | | — | | | 2,549 | | |
Upgrade and retention costs | | | — | | | — | | | 930 | | | 126 | | | — | | | 1,056 | | |
General and administrative expenses | | | 33 | | | — | | | 907 | | | 451 | | | (59 | ) | | 1,332 | | |
Depreciation and amortization expense | | | — | | | — | | | 1,116 | | | 695 | | | — | | | 1,811 | | |
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Total operating costs and expenses | | | 33 | | | — | | | 13,844 | | | 4,141 | | | (119 | ) | | 17,899 | | |
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Operating profit (loss) | | | (33 | ) | | 59 | | | 3,071 | | | 690 | | | — | | | 3,787 | | |
Equity in income of consolidated subsidiaries | | | 2,032 | | | 1,926 | | | — | | | — | | | (3,958 | ) | | — | | |
Interest income | | | — | | | — | | | 1 | | | 48 | | | (9 | ) | | 40 | | |
Interest expense | | | (1 | ) | | (575 | ) | | (2 | ) | | (53 | ) | | 9 | | | (622 | ) | |
Other, net | | | (6 | ) | | (65 | ) | | 26 | | | 58 | | | — | | | 13 | | |
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Income before income taxes | | | 1,992 | | | 1,345 | | | 3,096 | | | 743 | | | (3,958 | ) | | 3,218 | | |
Income tax benefit (expense) | | | 15 | | | 219 | | | (1,170 | ) | | (253 | ) | | — | | | (1,189 | ) | |
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Net income | | | 2,007 | | | 1,564 | | | 1,926 | | | 490 | | | (3,958 | ) | | 2,029 | | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (22 | ) | | — | | | (22 | ) | |
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Net income attributable to DIRECTV | | $ | 2,007 | | $ | 1,564 | | $ | 1,926 | | $ | 468 | | $ | (3,958 | ) | $ | 2,007 | | |
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Condensed Consolidating Statement of Comprehensive Income |
For the Three Months Ended September 30, 2013 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Net income | | $ | 699 | | $ | 652 | | $ | 820 | | $ | 65 | | $ | (1,526 | ) | $ | 710 | | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | | |
Defined benefit plans: | | | | | | | | | | | | | | | | | | | | |
Loss related to changes in plan experience and actuarial assumptions arising during the period | | | (1 | ) | | — | | | — | | | — | | | — | | | (1 | ) | |
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost | | | 12 | | | — | | | — | | | — | | | — | | | 12 | | |
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost | | | 1 | | | — | | | — | | | — | | | — | | | 1 | | |
Cash flows hedges: | | | | | | | | | | | | | | | | | | | | |
Unrealized gains arising during the period | | | — | | | 78 | | | — | | | — | | | — | | | 78 | | |
Reclassification adjustments included in net income | | | — | | | (61 | ) | | — | | | — | | | — | | | (61 | ) | |
Foreign currency translation adjustments | | | — | | | — | | | — | | | (3 | ) | | — | | | (3 | ) | |
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Other comprehensive income (loss) | | | 12 | | | 17 | | | — | | | (3 | ) | | — | | | 26 | | |
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Comprehensive income | | | 711 | | | 669 | | | 820 | | | 62 | | | (1,526 | ) | | 736 | | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (11 | ) | | — | | | (11 | ) | |
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Comprehensive income attributable to DIRECTV | | $ | 711 | | $ | 669 | | $ | 820 | | $ | 51 | | $ | (1,526 | ) | $ | 725 | | |
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Condensed Consolidating Statement of Comprehensive Income |
For the Three Months Ended September 30, 2012 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Net income | | $ | 565 | | $ | 436 | | $ | 553 | | $ | 147 | | $ | (1,129 | ) | $ | 572 | | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | | |
Defined benefit plans: | | | | | | | | | | | | | | | | | | | | |
Loss related to changes in plan experience and actuarial assumptions arising during the period | | | (1 | ) | | — | | | — | | | — | | | — | | | (1 | ) | |
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost | | | 9 | | | — | | | — | | | — | | | — | | | 9 | | |
Cash flows hedges: | | | | | | | | | | | | | | | | | | | | |
Unrealized losses arising during the period | | | — | | | (31 | ) | | — | | | — | | | — | | | (31 | ) | |
Reclassification adjustments included in net income | | | — | | | (3 | ) | | | | | — | | | — | | | (3 | ) | |
Foreign currency translation adjustments | | | — | | | — | | | — | | | (2 | ) | | — | | | (2 | ) | |
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Other comprehensive income (loss) | | | 8 | | | (34 | ) | | — | | | (2 | ) | | — | | | (28 | ) | |
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Comprehensive income | | | 573 | | | 402 | | | 553 | | | 145 | | | (1,129 | ) | | 544 | | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (6 | ) | | — | | | (6 | ) | |
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Comprehensive income attributable to DIRECTV | | $ | 573 | | $ | 402 | | $ | 553 | | $ | 139 | | $ | (1,129 | ) | $ | 538 | | |
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Condensed Consolidating Statement of Comprehensive Income |
For the Nine Months Ended September 30, 2013 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Net income | | $ | 2,049 | | $ | 2,069 | | $ | 2,530 | | $ | 33 | | $ | (4,612 | ) | $ | 2,069 | | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | | |
Defined benefit plans: | | | | | | | | | | | | | | | | | | | | |
Loss related to changes in plan experience and actuarial assumptions arising during the period | | | (1 | ) | | — | | | — | | | — | | | — | | | (1 | ) | |
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost | | | 12 | | | — | | | — | | | — | | | — | | | 12 | | |
Amortization of amounts resulting from changes in plan provisions recognized as periodic benefit cost | | | 1 | | | — | | | — | | | — | | | — | | | 1 | | |
Cash flows hedges: | | | | | | | | | | | | | | | | | | | | |
Unrealized gains arising during the period | | | — | | | 51 | | | — | | | — | | | — | | | 51 | | |
Reclassification adjustments included in net income | | | — | | | (13 | ) | | — | | | — | | | — | | | (13 | ) | |
Foreign currency translation adjustments | | | — | | | — | | | — | | | (51 | ) | | — | | | (51 | ) | |
Available for sale securities: | | | | | | | | | | | | | | | | | | | | |
Reclassification adjustment for net losses recognized during the period | | | — | | | — | | | — | | | 1 | | | — | | | 1 | | |
| | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | 12 | | | 38 | | | — | | | (50 | ) | | — | | | — | | |
| | | | | | | | | | | | | | |
Comprehensive income (loss) | | | 2,061 | | | 2,107 | | | 2,530 | | | (17 | ) | | (4,612 | ) | | 2,069 | | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (6 | ) | | — | | | (6 | ) | |
| | | | | | | | | | | | | | |
Comprehensive income (loss) attributable to DIRECTV | | $ | 2,061 | | $ | 2,107 | | $ | 2,530 | | $ | (23 | ) | $ | (4,612 | ) | $ | 2,063 | | |
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|
Condensed Consolidating Statement of Comprehensive Income |
For the Nine Months Ended September 30, 2012 |
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| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Net income | | $ | 2,007 | | $ | 1,564 | | $ | 1,926 | | $ | 490 | | $ | (3,958 | ) | $ | 2,029 | | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | | |
Defined benefit plans: | | | | | | | | | | | | | | | | | | | | |
Loss related to changes in plan experience and actuarial assumptions arising during the period | | | (1 | ) | | — | | | — | | | — | | | — | | | (1 | ) | |
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost | | | 9 | | | — | | | — | | | — | | | — | | | 9 | | |
Cash flows hedges: | | | | | | | | | | | | | | | | | | | | |
Unrealized losses arising during the period | | | — | | | (31 | ) | | — | | | — | | | — | | | (31 | ) | |
Reclassification adjustments included in net income | | | — | | | (3 | ) | | — | | | — | | | — | | | (3 | ) | |
Foreign currency translation adjustments | | | — | | | — | | | — | | | (32 | ) | | — | | | (32 | ) | |
Available for sale securities: | | | | | | | | | | | | | | | | | | | | |
Unrealized holding losses on securities | | | — | | | — | | | — | | | (4 | ) | | — | | | (4 | ) | |
| | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | 8 | | | (34 | ) | | — | | | (36 | ) | | — | | | (62 | ) | |
| | | | | | | | | | | | | | |
Comprehensive income | | | 2,015 | | | 1,530 | | | 1,926 | | | 454 | | | (3,958 | ) | | 1,967 | | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (7 | ) | | — | | | (7 | ) | |
| | | | | | | | | | | | | | |
Comprehensive income attributable to DIRECTV | | $ | 2,015 | | $ | 1,530 | | $ | 1,926 | | $ | 447 | | $ | (3,958 | ) | $ | 1,960 | | |
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|
Condensed Consolidating Balance Sheet |
As of September 30, 2013 |
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| | | | | | | | | | | | | | | | | | | | |
| | | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | | (Dollars in Millions) | |
| ASSETS | | | | | | | | | | | | | | | | | | | |
| Total current assets | | $ | 872 | | $ | 713 | | $ | 2,906 | | $ | 2,206 | | $ | (1,668 | ) | $ | 5,029 | |
| Satellites, net | | | — | | | — | | | 1,820 | | | 623 | | | — | | | 2,443 | |
| Property and equipment, net | | | — | | | — | | | 3,556 | | | 2,906 | | | — | | | 6,462 | |
| Goodwill | | | — | | | 1,828 | | | 1,360 | | | 797 | | | — | | | 3,985 | |
| Intangible assets, net | | | — | | | — | | | 525 | | | 405 | | | — | | | 930 | |
| Intercompany receivables | | | 4,597 | | | 7,579 | | | 19,655 | | | 4,120 | | | (35,951 | ) | | — | |
| Investment in subsidiaries | | | (9,868 | ) | | 17,412 | | | — | | | (11,286 | ) | | 3,742 | | | — | |
| Investments and other assets | | | 105 | | | 151 | | | 259 | | | 1,423 | | | (199 | ) | | 1,739 | |
| | | | | | | | | | | | | | |
| Total assets | | $ | (4,294 | ) | $ | 27,683 | | $ | 30,081 | | $ | 1,194 | | $ | (34,076 | ) | $ | 20,588 | |
| | | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | |
| Total current liabilities | | $ | 540 | | $ | 742 | | $ | 3,424 | | $ | 2,291 | | $ | (1,668 | ) | $ | 5,329 | |
| Long-term debt | | | — | | | 18,585 | | | — | | | 50 | | | — | | | 18,635 | |
| Deferred income taxes | | | — | | | 34 | | | 1,429 | | | 270 | | | (191 | ) | | 1,542 | |
| Intercompany liabilities | | | 1,356 | | | 19,655 | | | 7,579 | | | 7,361 | | | (35,951 | ) | | — | |
| Other liabilities and deferred credits | | | 418 | | | 186 | | | 237 | | | 457 | | | (8 | ) | | 1,290 | |
| Redeemable noncontrolling interest | | | — | | | — | | | — | | | 400 | | | — | | | 400 | |
| Stockholders' equity (deficit) | | | | | | | | | | | | | | | | | | | |
| Capital stock and additional paid-in capital | | | 3,671 | | | 14 | | | 4,883 | | | (9,009 | ) | | 4,112 | | | 3,671 | |
| Retained earnings (accumulated deficit) | | | (10,037 | ) | | (11,555 | ) | | 12,529 | | | (497 | ) | | (477 | ) | | (10,037 | ) |
| Accumulated other comprehensive income (loss) | | | (242 | ) | | 22 | | | — | | | (129 | ) | | 107 | | | (242 | ) |
| | | | | | | | | | | | | | |
| Total stockholders' equity (deficit) | | | (6,608 | ) | | (11,519 | ) | | 17,412 | | | (9,635 | ) | | 3,742 | | | (6,608 | ) |
| | | | | | | | | | | | | | |
| Total liabilities and stockholders' equity (deficit) | | $ | (4,294 | ) | $ | 27,683 | | $ | 30,081 | | $ | 1,194 | | $ | (34,076 | ) | $ | 20,588 | |
| | | | | | | | | | | | | | |
|
|
Condensed Consolidating Balance Sheet |
As of December 31, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
| | | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | | (Dollars in Millions) | |
| ASSETS | | | | | | | | | | | | | | | | | | | |
| Total current assets | | $ | 883 | | $ | 884 | | $ | 2,788 | | $ | 2,039 | | $ | (1,040 | ) | $ | 5,554 | |
| Satellites, net | | | — | | | — | | | 1,795 | | | 562 | | | — | | | 2,357 | |
| Property and equipment, net | | | — | | | — | | | 3,290 | | | 2,748 | | | — | | | 6,038 | |
| Goodwill | | | — | | | 1,828 | | | 1,349 | | | 886 | | | — | | | 4,063 | |
| Intangible assets, net | | | — | | | — | | | 453 | | | 379 | | | — | | | 832 | |
| Intercompany receivables | | | 4,382 | | | 6,152 | | | 16,355 | | | 3,703 | | | (30,592 | ) | | — | |
| Investment in subsidiaries | | | (8,687 | ) | | 15,001 | | | — | | | (10,915 | ) | | 4,601 | | | — | |
| Investments and other assets | | | 180 | | | 91 | | | 241 | | | 1,294 | | | (95 | ) | | 1,711 | |
| | | | | | | | | | | | | | |
| Total assets | | $ | (3,242 | ) | $ | 23,956 | | $ | 26,271 | | $ | 696 | | $ | (27,126 | ) | $ | 20,555 | |
| | | | | | | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | |
| Total current liabilities | | $ | 384 | | $ | 646 | | $ | 3,526 | | $ | 2,025 | | $ | (1,040 | ) | $ | 5,541 | |
| Long-term debt | | | — | | | 17,170 | | | — | | | — | | | — | | | 17,170 | |
| Deferred income taxes | | | — | | | — | | | 1,397 | | | 361 | | | (86 | ) | | 1,672 | |
| Intercompany liabilities | | | 1,401 | | | 16,355 | | | 6,152 | | | 6,684 | | | (30,592 | ) | | — | |
| Other liabilities and deferred credits | | | 404 | | | 131 | | | 195 | | | 482 | | | (9 | ) | | 1,203 | |
| Redeemable noncontrolling interest | | | — | | | — | | | — | | | 400 | | | — | | | 400 | |
| Stockholders' equity (deficit) | | | | | | | | | | | | | | | | | | | |
| Capital stock and additional paid-in capital | | | 4,021 | | | 12 | | | 4,802 | | | (6,632 | ) | | 1,818 | | | 4,021 | |
| Retained earnings (accumulated deficit) | | | (9,210 | ) | | (10,341 | ) | | 10,199 | | | (2,560 | ) | | 2,702 | | | (9,210 | ) |
| Accumulated other comprehensive loss | | | (242 | ) | | (17 | ) | | — | | | (64 | ) | | 81 | | | (242 | ) |
| | | | | | | | | | | | | | |
| Total stockholders' equity (deficit) | | | (5,431 | ) | | (10,346 | ) | | 15,001 | | | (9,256 | ) | | 4,601 | | | (5,431 | ) |
| | | | | | | | | | | | | | |
| Total liabilities and stockholders' equity (deficit) | | $ | (3,242 | ) | $ | 23,956 | | $ | 26,271 | | $ | 696 | | $ | (27,126 | ) | $ | 20,555 | |
| | | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended September 30, 2013 |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 1,096 | | $ | 1,568 | | $ | 1,623 | | $ | 1,701 | | $ | (1,633 | ) | $ | 4,355 | | |
| | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | |
Cash paid for property and equipment | | | — | | | — | | | (1,327 | ) | | (1,144 | ) | | — | | | (2,471 | ) | |
Cash paid for satellites | | | — | | | — | | | (154 | ) | | (122 | ) | | — | | | (276 | ) | |
Investment in companies, net of cash acquired | | | — | | | — | | | (38 | ) | | (9 | ) | | — | | | (47 | ) | |
Proceeds from sale of investments | | | 117 | | | — | | | 12 | | | 11 | | | — | | | 140 | | |
Return of capital from subsidiary | | | 1,567 | | | — | | | — | | | — | | | (1,567 | ) | | — | | |
Other, net | | | — | | | — | | | (67 | ) | | (91 | ) | | — | | | (158 | ) | |
| | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 1,684 | | | — | | | (1,574 | ) | | (1,355 | ) | | (1,567 | ) | | (2,812 | ) | |
| | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | |
Issuance of commercial paper (maturity 90 days or less), net | | | — | | | 90 | | | — | | | — | | | — | | | 90 | | |
Proceeds from short-term borrowings | | | — | | | 441 | | | — | | | — | | | — | | | 441 | | |
Repayment of short-term borrowings | | | — | | | (327 | ) | | — | | | — | | | — | | | (327 | ) | |
Proceeds from borrowings under revolving credit facility | | | — | | | 10 | | | — | | | — | | | — | | | 10 | | |
Repayment of borrowings under revolving credit facility | | | — | | | (10 | ) | | — | | | — | | | — | | | (10 | ) | |
Proceeds from long-term debt | | | — | | | 1,390 | | | — | | | 94 | | | — | | | 1,484 | | |
Debt issuance costs | | | — | | | (8 | ) | | — | | | — | | | — | | | (8 | ) | |
Repayment of long-term debt | | | — | | | — | | | — | | | (9 | ) | | — | | | (9 | ) | |
Repayment of other long-term obligations | | | — | | | — | | | (18 | ) | | (30 | ) | | — | | | (48 | ) | |
Common shares repurchased and retired | | | (3,228 | ) | | — | | | — | | | — | | | — | | | (3,228 | ) | |
Taxes paid in lieu of shares issued for share-based compensation | | | — | | | — | | | (51 | ) | | (10 | ) | | — | | | (61 | ) | |
Excess tax benefit from share-based compensation | | | — | | | — | | | 20 | | | 4 | | | — | | | 24 | | |
Other, net | | | — | | | 6 | | | — | | | — | | | — | | | 6 | | |
Intercompany payments (funding) | | | 265 | | | — | | | 3 | | | (268 | ) | | — | | | — | | |
Cash dividend to Parent | | | — | | | (3,200 | ) | | — | | | — | | | 3,200 | | | — | | |
| | | | | | | | | | | | | | |
Net cash used in financing activities | | | (2,963 | ) | | (1,608 | ) | | (46 | ) | | (219 | ) | | 3,200 | | | (1,636 | ) | |
| | | | | | | | | | | | | | |
Effect of exchange rate changes on Venezuelan cash and cash equivalents | | | — | | | — | | | — | | | (187 | ) | | — | | | (187 | ) | |
| | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (183 | ) | | (40 | ) | | 3 | | | (60 | ) | | — | | | (280 | ) | |
Cash and cash equivalents at beginning of the period | | | 408 | | | 728 | | | 11 | | | 755 | | | — | | | 1,902 | | |
| | | | | | | | | | | | | | |
Cash and cash equivalents at the end of the period | | $ | 225 | | $ | 688 | | $ | 14 | | $ | 695 | | $ | — | | $ | 1,622 | | |
| | | | | | | | | | | | | | |
|
|
Condensed Consolidating Statement of Cash Flows |
For the Nine Months Ended September 30, 2012 |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | | |
Guarantor | Subsidiaries | Guarantor | Consolidated | |
| | Subsidiaries | | |
| | (Dollars in Millions) | | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 1,186 | | $ | 1,822 | | $ | 1,173 | | $ | 1,616 | | $ | (1,664 | ) | $ | 4,133 | | |
| | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | | |
Cash paid for property and equipment | | | — | | | — | | | (1,048 | ) | | (1,112 | ) | | — | | | (2,160 | ) | |
Cash paid for satellites | | | (6 | ) | | — | | | (139 | ) | | (86 | ) | | — | | | (231 | ) | |
Investment in companies, net of cash acquired | | | — | | | — | | | (1 | ) | | (3 | ) | | — | | | (4 | ) | |
Proceeds from sale of investments | | | — | | | — | | | 24 | | | — | | | — | | | 24 | | |
Return of capital from subsidiary | | | 3,336 | | | — | | | — | | | — | | | (3,336 | ) | | — | | |
Other, net | | | — | | | — | | | (1 | ) | | 26 | | | — | | | 25 | | |
| | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 3,330 | | | — | | | (1,165 | ) | | (1,175 | ) | | (3,336 | ) | | (2,346 | ) | |
| | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | |
Proceeds from borrowings under revolving credit facility | | | — | | | 400 | | | — | | | — | | | — | | | 400 | | |
Repayment of borrowings under revolving credit facility | | | — | | | (400 | ) | | — | | | — | | | — | | | (400 | ) | |
Proceeds from long-term debt | | | — | | | 5,190 | | | — | | | — | | | — | | | 5,190 | | |
Debt issuance costs | | | — | | | (35 | ) | | — | | | — | | | — | | | (35 | ) | |
Repayment of long-term debt | | | — | | | (1,500 | ) | | — | | | — | | | — | | | (1,500 | ) | |
Repayment of other long-term obligations | | | — | | | — | | | (15 | ) | | (25 | ) | | — | | | (40 | ) | |
Common shares repurchased and retired | | | (3,828 | ) | | — | | | — | | | — | | | — | | | (3,828 | ) | |
Stock options exercised | | | 2 | | | — | | | — | | | — | | | — | | | 2 | | |
Taxes paid in lieu of shares issued for share-based compensation | | | — | | | — | | | (49 | ) | | (9 | ) | | — | | | (58 | ) | |
Excess tax benefit from share-based compensation | | | — | | | — | | | 25 | | | 5 | | | — | | | 30 | | |
Intercompany payments (funding) | | | 154 | | | — | | | 14 | | | (168 | ) | | — | | | — | | |
Cash dividend to Parent | | | — | | | (5,000 | ) | | — | | | — | | | 5,000 | | | — | | |
| | | | | | | | | | | | | | |
Net cash used in financing activities | | | (3,672 | ) | | (1,345 | ) | | (25 | ) | | (197 | ) | | 5,000 | | | (239 | ) | |
| | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 844 | | | 477 | | | (17 | ) | | 244 | | | — | | | 1,548 | | |
Cash and cash equivalents at beginning of the period | | | 129 | | | 228 | | | 4 | | | 512 | | | — | | | 873 | | |
| | | | | | | | | | | | | | |
Cash and cash equivalents at the end of the period | | $ | 973 | | $ | 705 | | $ | (13 | ) | $ | 756 | | $ | — | | $ | 2,421 | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |