Condensed Consolidating Financial Statements | 3 Months Ended |
Mar. 31, 2014 |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements | ' |
|
Note 10: Condensed Consolidating Financial Statements |
|
As discussed above in Note 3, DIRECTV has provided a guarantee of all the outstanding senior notes of DIRECTV Holdings LLC and DIRECTV Financing Co., Inc., or the Co-issuers. |
|
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. |
|
These condensed consolidating financial statements present the condensed consolidating statements of operations and condensed consolidating statements of comprehensive income for the three months ended March 31, 2014 and 2013, the condensed consolidating statements of cash flows for the three months ended March 31, 2014 and 2013, and the condensed consolidating balance sheets as of March 31, 2014 and December 31, 2013. |
|
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. In addition, the Non-Guarantor Subsidiaries include the entity that is the parent of DIRECTV Holdings. |
|
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. |
|
Subsequent to the issuance of our 2013 financial statements, management identified certain corrections that were needed in the presentation of the condensed consolidating financial information. With respect to the Non-Guarantor Subsidiaries, we previously presented the investment of the parent entity, which is a Non-Guarantor Subsidiary, that owns DIRECTV Latin America Holdings, Inc. and DIRECTV Sports Networks LLC in "Investment in subsidiaries" with the corresponding equity of those subsidiaries in "Stockholders' equity (deficit)." We previously recorded the elimination of those amounts in the Eliminations column. We now present the elimination of those amounts, including the elimination of all intercompany receivables and payables within the Non-Guarantor Subsidiaries column. Accordingly, we eliminated $410 million from "Investment in subsidiaries" and "Stockholders' equity (deficit)" in the Condensed Consolidating Balance Sheets as of December 31, 2013 and eliminated $3,612 million from "Total current assets" and "Intercompany receivables", "Total current liabilities" and "Intercompany liabilities" in the Condensed Consolidating Balance Sheets as of December 31, 2013. Also in the Non-Guarantor subsidiaries, we reclassified $19,036 million from "Common stock and additional paid-in-capital" to "Retained earnings (accumulated deficit)" in the Condensed Consolidated Balance Sheet as of December 31, 2013 to correctly classify dividends paid to the Parent Guarantor. Lastly, we recorded a $494 million adjustment to "Total current assets" and "Total current liabilities" and related entries to "Investment in subsidiaries" and "Stockholders' equity (deficit)" in the Condensed Consolidating Balance Sheets for the Parent Guarantor, Co-Issuers, Guarantor Subsidiaries and Non-Guarantor Subsidiaries to reclassify the tax allocation as of December 31, 2013. |
|
We now present the equity earnings of DIRECTV Holdings, which is a subsidiary of DIRECTV Group, an entity included in Non-Guarantor Subsidiaries, in "Equity in income of consolidated subsidiaries" in the Condensed Consolidating Statements of Operations. Accordingly, we present $652 million in "Equity in income of consolidated subsidiaries" in the Condensed Consolidating Statements of Operations for the three months ended March 31, 2013. |
|
Also, in the Condensed Consolidating Statements of Cash Flows, we present changes from receivable balances of affiliates as investing activities and changes in payable balances of affiliates as financing activities because these changes are a result of a subsidiary's deposit in or withdrawal from its parent cash account under a centralized cash management arrangement. We previously presented all changes from receivable and payable balances of affiliates as financing activities. |
|
There was no impact to our consolidated results of operations, balance sheet or cash flows as a result of these changes. |
|
Condensed Consolidating Statement of Operations |
For the Three Months Ended March 31, 2014 |
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | (Dollars in Millions) | |
Revenues | | $ | — | | $ | — | | $ | 6,087 | | $ | 1,798 | | $ | (30 | ) | $ | 7,855 | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 2,768 | | | 641 | | | (26 | ) | | 3,383 | |
Subscriber service expenses | | | — | | | — | | | 359 | | | 192 | | | — | | | 551 | |
Broadcast operations expenses | | | — | | | — | | | 72 | | | 27 | | | (2 | ) | | 97 | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 648 | | | 180 | | | (1 | ) | | 827 | |
Upgrade and retention costs | | | — | | | — | | | 281 | | | 41 | | | (1 | ) | | 321 | |
General and administrative expenses | | | 9 | | | — | | | 290 | | | 155 | | | — | | | 454 | |
Venezuelan currency devaluation charge | | | — | | | — | | | — | | | 281 | | | — | | | 281 | |
Depreciation and amortization expense | | | — | | | — | | | 426 | | | 288 | | | — | | | 714 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total operating costs and expenses | | | 9 | | | — | | | 4,844 | | | 1,805 | | | (30 | ) | | 6,628 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (loss) | | | (9 | ) | | — | | | 1,243 | | | (7 | ) | | — | | | 1,227 | |
Equity in income of consolidated subsidiaries | | | 568 | | | 787 | | | — | | | 648 | | | (2,003 | ) | | — | |
Interest income | | | — | | | — | | | 1 | | | 12 | | | — | | | 13 | |
Interest expense | | | — | | | (220 | ) | | (3 | ) | | (9 | ) | | — | | | (232 | ) |
Other, net | | | (2 | ) | | — | | | 5 | | | 54 | | | — | | | 57 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | | | 557 | | | 567 | | | 1,246 | | | 698 | | | (2,003 | ) | | 1,065 | |
Income tax benefit (expense) | | | 4 | | | 81 | | | (459 | ) | | (122 | ) | | — | | | (496 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net income | | | 561 | | | 648 | | | 787 | | | 576 | | | (2,003 | ) | | 569 | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (8 | ) | | — | | | (8 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net income attributable to DIRECTV | | $ | 561 | | $ | 648 | | $ | 787 | | $ | 568 | | $ | (2,003 | ) | $ | 561 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Operations |
For the Three Months Ended March 31, 2013 |
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | (Dollars in Millions) | |
Revenues | | $ | — | | $ | — | | $ | 5,790 | | $ | 1,811 | | $ | (21 | ) | $ | 7,580 | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 2,601 | | | 613 | | | (18 | ) | | 3,196 | |
Subscriber service expenses | | | — | | | — | | | 351 | | | 186 | | | — | | | 537 | |
Broadcast operations expenses | | | — | | | — | | | 81 | | | 32 | | | (3 | ) | | 110 | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 629 | | | 185 | | | — | | | 814 | |
Upgrade and retention costs | | | — | | | — | | | 319 | | | 49 | | | — | | | 368 | |
General and administrative expenses | | | 13 | | | — | | | 288 | | | 168 | | | — | | | 469 | |
Venezuelan currency devaluation charge | | | — | | | — | | | — | | | 166 | | | — | | | 166 | |
Depreciation and amortization expense | | | — | | | — | | | 406 | | | 272 | | | — | | | 678 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total operating costs and expenses | | | 13 | | | — | | | 4,675 | | | 1,671 | | | (21 | ) | | 6,338 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (loss) | | | (13 | ) | | — | | | 1,115 | | | 140 | | | — | | | 1,242 | |
Equity in income of consolidated subsidiaries | | | 698 | | | 793 | | | — | | | 652 | | | (2,143 | ) | | — | |
Interest income | | | 6 | | | — | | | — | | | 19 | | | (3 | ) | | 22 | |
Interest expense | | | — | | | (201 | ) | | (1 | ) | | (18 | ) | | 3 | | | (217 | ) |
Other, net | | | (4 | ) | | — | | | 12 | | | 30 | | | — | | | 38 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | | | 687 | | | 592 | | | 1,126 | | | 823 | | | (2,143 | ) | | 1,085 | |
Income tax benefit (expense) | | | 3 | | | 60 | | | (333 | ) | | (117 | ) | | — | | | (387 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net income | | | 690 | | | 652 | | | 793 | | | 706 | | | (2,143 | ) | | 698 | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (8 | ) | | — | | | (8 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net income attributable to DIRECTV | | $ | 690 | | $ | 652 | | $ | 793 | | $ | 698 | | $ | (2,143 | ) | $ | 690 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Comprehensive Income |
For the Three Months Ended March 31, 2014 |
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | (Dollars in Millions) | |
Net income | | $ | 561 | | $ | 648 | | $ | 787 | | $ | 576 | | $ | (2,003 | ) | $ | 569 | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | |
Cash flows hedges: | | | | | | | | | | | | | | | | | | | |
Unrealized losses arising during the period | | | — | | | (7 | ) | | — | | | — | | | — | | | (7 | ) |
Reclassification adjustments included in net income | | | — | | | (8 | ) | | — | | | — | | | — | | | (8 | ) |
Foreign currency translation adjustments | | | — | | | — | | | — | | | 39 | | | — | | | 39 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | — | | | (15 | ) | | — | | | 39 | | | — | | | 24 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income | | | 561 | | | 633 | | | 787 | | | 615 | | | (2,003 | ) | | 593 | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (11 | ) | | — | | | (11 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income attributable to DIRECTV | | $ | 561 | | $ | 633 | | $ | 787 | | $ | 604 | | $ | (2,003 | ) | $ | 582 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Comprehensive Income |
For the Three Months Ended March 31, 2013 |
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | (Dollars in Millions) | |
Net income | | $ | 690 | | $ | 652 | | $ | 793 | | $ | 706 | | $ | (2,143 | ) | $ | 698 | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | |
Cash flows hedges: | | | | | | | | | | | | | | | | | | | |
Unrealized losses arising during the period | | | — | | | (36 | ) | | — | | | — | | | — | | | (36 | ) |
Reclassification adjustments included in net income | | | — | | | 49 | | | — | | | — | | | — | | | 49 | |
Foreign currency translation adjustments | | | — | | | — | | | — | | | (26 | ) | | — | | | (26 | ) |
Available for sale securities: | | | | | | | | | | | | | | | | | | | |
Unrealized holding gains on securities | | | — | | | — | | | — | | | 3 | | | — | | | 3 | |
Reclassification adjustments recognized for net losses during the period | | | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | — | | | 13 | | | — | | | (24 | ) | | — | | | (11 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income | | | 690 | | | 665 | | | 793 | | | 682 | | | (2,143 | ) | | 687 | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (16 | ) | | — | | | (16 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income attributable to DIRECTV | | $ | 690 | | $ | 665 | | $ | 793 | | $ | 666 | | $ | (2,143 | ) | $ | 671 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
Condensed Consolidating Balance Sheet |
As of March 31, 2014 |
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | (Dollars in Millions) | |
ASSETS | | | | | | | | | | | | | | | | | | | |
Total current assets | | $ | 644 | | $ | 1,785 | | $ | 2,518 | | $ | 1,711 | | $ | (209 | ) | $ | 6,449 | |
Satellites, net | | | — | | | — | | | 1,782 | | | 686 | | | — | | | 2,468 | |
Property and equipment, net | | | — | | | — | | | 3,724 | | | 3,013 | | | — | | | 6,737 | |
Goodwill | | | — | | | 1,828 | | | 1,363 | | | 791 | | | — | | | 3,982 | |
Intangible assets, net | | | — | | | — | | | 521 | | | 398 | | | (8 | ) | | 911 | |
Intercompany receivables | | | 5,024 | | | 8,441 | | | 22,283 | | | 1,507 | | | (37,255 | ) | | — | |
Investment in subsidiaries | | | (10,556 | ) | | 18,633 | | | — | | | (12,579 | ) | | 4,502 | | | — | |
Investments and other assets | | | 96 | | | 199 | | | 334 | | | 1,453 | | | (109 | ) | | 1,973 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | (4,792 | ) | $ | 30,886 | | $ | 32,525 | | $ | (3,020 | ) | $ | (33,079 | ) | $ | 22,520 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | $ | 131 | | $ | 2,598 | | $ | 3,542 | | $ | 1,316 | | $ | (209 | ) | $ | 7,378 | |
Long-term debt | | | — | | | 18,263 | | | — | | | 75 | | | — | | | 18,338 | |
Deferred income taxes | | | — | | | 6 | | | 1,618 | | | 323 | | | (109 | ) | | 1,838 | |
Intercompany liabilities | | | 1,576 | | | 22,262 | | | 8,441 | | | 4,976 | | | (37,255 | ) | | — | |
Other liabilities and deferred credits | | | 399 | | | 336 | | | 291 | | | 460 | | | (8 | ) | | 1,478 | |
Stockholders' equity (deficit) | | | | | | | | | | | | | | | | | | | |
Common stock and additional paid-in capital | | | 3,549 | | | 21 | | | 4,963 | | | 3,664 | | | (8,648 | ) | | 3,549 | |
Retained earnings (accumulated deficit) | | | (10,149 | ) | | (12,600 | ) | | 13,670 | | | (14,016 | ) | | 12,946 | | | (10,149 | ) |
Accumulated other comprehensive loss | | | (298 | ) | | — | | | — | | | (204 | ) | | 204 | | | (298 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total DIRECTV stockholders' equity (deficit) | | | (6,898 | ) | | (12,579 | ) | | 18,633 | | | (10,556 | ) | | 4,502 | | | (6,898 | ) |
Noncontrolling interest | | | — | | | — | | | — | | | 386 | | | — | | | 386 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total stockholders' equity (deficit) | | | (6,898 | ) | | (12,579 | ) | | 18,633 | | | (10,170 | ) | | 4,502 | | | (6,512 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity (deficit) | | $ | (4,792 | ) | $ | 30,886 | | $ | 32,525 | | $ | (3,020 | ) | $ | (33,079 | ) | $ | 22,520 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
Condensed Consolidating Balance Sheet |
As of December 31, 2013 |
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | (Dollars in Millions) | |
ASSETS | | | | | | | | | | | | | | | | | | | |
Total current assets | | $ | 979 | | $ | 1,133 | | $ | 2,577 | | $ | 1,775 | | $ | (511 | ) | $ | 5,953 | |
Satellites, net | | | — | | | — | | | 1,810 | | | 657 | | | — | | | 2,467 | |
Property and equipment, net | | | — | | | — | | | 3,724 | | | 2,926 | | | — | | | 6,650 | |
Goodwill | | | — | | | 1,828 | | | 1,363 | | | 779 | | | — | | | 3,970 | |
Intangible assets, net | | | — | | | — | | | 527 | | | 401 | | | (8 | ) | | 920 | |
Intercompany receivables | | | 4,750 | | | 7,820 | | | 20,985 | | | 1,387 | | | (34,942 | ) | | — | |
Investment in subsidiaries | | | (10,131 | ) | | 17,809 | | | — | | | (12,214 | ) | | 4,536 | | | — | |
Investments and other assets | | | 92 | | | 190 | | | 361 | | | 1,416 | | | (114 | ) | | 1,945 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | (4,310 | ) | $ | 28,780 | | $ | 31,347 | | $ | (2,873 | ) | $ | (31,039 | ) | $ | 21,905 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | $ | 448 | | $ | 1,476 | | $ | 3,812 | | $ | 1,305 | | $ | (511 | ) | $ | 6,530 | |
Long-term debt | | | — | | | 18,203 | | | — | | | 81 | | | — | | | 18,284 | |
Deferred income taxes | | | — | | | 9 | | | 1,632 | | | 277 | | | (114 | ) | | 1,804 | |
Intercompany liabilities | | | 1,387 | | | 20,985 | | | 7,820 | | | 4,750 | | | (34,942 | ) | | — | |
Other liabilities and deferred credits | | | 399 | | | 321 | | | 274 | | | 470 | | | (8 | ) | | 1,456 | |
Redeemable noncontrolling interest | | | — | | | — | | | — | | | 375 | | | — | | | 375 | |
Stockholders' equity (deficit) | | | | | | | | | | | | | | | | | | | |
Common stock and additional paid-in capital | | | 3,652 | | | 25 | | | 4,930 | | | 3,671 | | | (8,626 | ) | | 3,652 | |
Retained earnings (accumulated deficit) | | | (9,874 | ) | | (12,253 | ) | | 12,879 | | | (13,574 | ) | | 12,948 | | | (9,874 | ) |
Accumulated other comprehensive income (loss) | | | (322 | ) | | 14 | | | — | | | (228 | ) | | 214 | | | (322 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total stockholders' equity (deficit) | | | (6,544 | ) | | (12,214 | ) | | 17,809 | | | (10,131 | ) | | 4,536 | | | (6,544 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity (deficit) | | $ | (4,310 | ) | $ | 28,780 | | $ | 31,347 | | $ | (2,873 | ) | $ | (31,039 | ) | $ | 21,905 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Cash Flows |
For the Three Months Ended March 31, 2014 |
|
| | | | | | | | | | | | | | | | | | | |
| | Parent | | Co-Issuers | | Guarantor | | Non- | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Guarantor | Consolidated |
| | Subsidiaries | |
| | (Dollars in Millions) | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 594 | | $ | (305 | ) | $ | 1,482 | | $ | 489 | | $ | (670 | ) | $ | 1,590 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | |
Cash paid for property and equipment | | | — | | | — | | | (371 | ) | | (279 | ) | | — | | | (650 | ) |
Cash paid for satellites | | | — | | | — | | | (11 | ) | | (43 | ) | | — | | | (54 | ) |
Investment in companies, net of cash acquired | | | — | | | — | | | (1 | ) | | (3 | ) | | — | | | (4 | ) |
Proceeds from sale of investments | | | — | | | — | | | 4 | | | — | | | — | | | 4 | |
Return of capital from subsidiary | | | 400 | | | — | | | — | | | — | | | (400 | ) | | — | |
Intercompany funding | | | (117 | ) | | (408 | ) | | (1,464 | ) | | (77 | ) | | 2,066 | | | — | |
Other, net | | | — | | | — | | | — | | | (3 | ) | | — | | | (3 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 283 | | | (408 | ) | | (1,843 | ) | | (405 | ) | | 1,666 | | | (707 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | |
Issuance of commercial paper (maturity 90 days or less), net | | | — | | | 105 | | | — | | | — | | | — | | | 105 | |
Proceeds from short-term borrowings | | | — | | | 90 | | | — | | | — | | | — | | | 90 | |
Repayment of short-term borrowings | | | — | | | (200 | ) | | — | | | — | | | — | | | (200 | ) |
Proceeds from long-term debt | | | — | | | 1,245 | | | — | | | 15 | | | — | | | 1,260 | |
Debt issuance costs | | | — | | | (6 | ) | | — | | | — | | | — | | | (6 | ) |
Repayment of long-term debt | | | — | | | — | | | — | | | (11 | ) | | — | | | (11 | ) |
Repayment of other long-term obligations | | | — | | | — | | | (6 | ) | | (9 | ) | | — | | | (15 | ) |
Common shares repurchased and retired | | | (895 | ) | | — | | | — | | | — | | | — | | | (895 | ) |
Taxes paid in lieu of shares issued for share-based compensation | | | (57 | ) | | — | | | (47 | ) | | (10 | ) | | 57 | | | (57 | ) |
Excess tax benefit from share-based compensation | | | 22 | | | — | | | 18 | | | 4 | | | (22 | ) | | 22 | |
Intercompany payments | | | 9 | | | 1,465 | | | 407 | | | 150 | | | (2,031 | ) | | — | |
Cash dividend to Parent | | | — | | | (1,000 | ) | | — | | | — | | | 1,000 | | | — | |
Other, net | | | — | | | (26 | ) | | — | | | — | | | — | | | (26 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (921 | ) | | 1,673 | | | 372 | | | 139 | | | (996 | ) | | 267 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on Venezuelan cash and cash equivalents | | | — | | | — | | | — | | | (316 | ) | | — | | | (316 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | (44 | ) | | 960 | | | 11 | | | (93 | ) | | — | | | 834 | |
Cash and cash equivalents at beginning of the period | | | 498 | | | 791 | | | 6 | | | 885 | | | — | | | 2,180 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of the period | | $ | 454 | | $ | 1,751 | | $ | 17 | | $ | 792 | | $ | — | | $ | 3,014 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|
Condensed Consolidating Statement of Cash Flows |
For the Three Months Ended March 31, 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 (used in) operating activities | | $ | 570 | | $ | (311 | ) | $ | 1,488 | | $ | 422 | | $ | (633 | ) | $ | 1,536 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | |
Cash paid for property and equipment | | | — | | | — | | | (396 | ) | | (352 | ) | | — | | | (748 | ) |
Cash paid for satellites | | | — | | | — | | | (53 | ) | | (25 | ) | | — | | | (78 | ) |
Investment in companies, net of cash acquired | | | — | | | — | | | — | | | (3 | ) | | — | | | (3 | ) |
Proceeds from sale of investments | | | — | | | — | | | 12 | | | 4 | | | — | | | 16 | |
Return of capital from subsidiary | | | 1,382 | | | — | | | — | | | — | | | (1,382 | ) | | — | |
Intercompany funding | | | (152 | ) | | (391 | ) | | (1,418 | ) | | (78 | ) | | 2,039 | | | — | |
Other, net | | | — | | | — | | | 2 | | | (7 | ) | | — | | | (5 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 1,230 | | | (391 | ) | | (1,853 | ) | | (461 | ) | | 657 | | | (818 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | |
Issuance of commercial paper (maturity 90 days or less), net | | | — | | | 190 | | | — | | | — | | | — | | | 190 | |
Proceeds from short-term borrowings | | | — | | | 84 | | | — | | | — | | | — | | | 84 | |
Repayment of short-term borrowings | | | — | | | (153 | ) | | — | | | — | | | — | | | (153 | ) |
Proceeds from long-term debt | | | — | | | 743 | | | — | | | 49 | | | — | | | 792 | |
Debt issuance costs | | | — | | | (4 | ) | | — | | | — | | | — | | | (4 | ) |
Repayment of other long-term obligations | | | — | | | — | | | (6 | ) | | (12 | ) | | — | | | (18 | ) |
Common shares repurchased and retired | | | (1,378 | ) | | — | | | — | | | — | | | — | | | (1,378 | ) |
Prepayment of accelerated share repurchase | | | (230 | ) | | — | | | — | | | — | | | — | | | (230 | ) |
Taxes paid in lieu of shares issued for share-based compensation | | | (61 | ) | | — | | | (51 | ) | | (10 | ) | | 61 | | | (61 | ) |
Excess tax benefit from share-based compensation | | | 24 | | | — | | | 20 | | | 4 | | | (24 | ) | | 24 | |
Intercompany payments | | | 17 | | | 1,418 | | | 396 | | | 180 | | | (2,011 | ) | | — | |
Cash dividend to Parent | | | — | | | (1,950 | ) | | — | | | — | | | 1,950 | | | — | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (1,628 | ) | | 328 | | | 359 | | | 211 | | | (24 | ) | | (754 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on Venezuelan cash and cash equivalents | | | — | | | — | | | — | | | (187 | ) | | — | | | (187 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 172 | | | (374 | ) | | (6 | ) | | (15 | ) | | — | | | (223 | ) |
Cash and cash equivalents at beginning of the period | | | 408 | | | 728 | | | 11 | | | 755 | | | — | | | 1,902 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of the period | | $ | 580 | | $ | 354 | | $ | 5 | | $ | 740 | | $ | — | | $ | 1,679 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |