Condensed Consolidating Financial Statements | 12 Months Ended |
Dec. 31, 2014 |
Condensed Consolidating Financial Statements | |
Condensed Consolidating Financial Statements | |
Note 23: Condensed Consolidating Financial Statements |
As discussed above in Note 10, 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. Also, restricted net assets of our Venezuelan subsidiary, which is included within Non-Guarantor subsidiaries, exceeded 25% of total consolidated net assets and as such, the required condensed parent company information is included as part of the condensed consolidating financial statements below. For additional information regarding the Venezuelan restricted net assets see Note 21. |
These condensed consolidating financial statements present the condensed consolidating statements of operations, condensed consolidating statements of comprehensive income and condensed consolidating statements of cash flows for the years ended December 31, 2014, 2013 and 2012, and the condensed consolidating balance sheets as of December 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 LLC and DIRECTV Financing Co., Inc. and each of DIRECTV Holdings LLC's material subsidiaries (other than DIRECTV Financing Co., Inc.), 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 and our regional sports networks which are held by DSN and its subsidiaries which are comprised primarily of two regional sports networks. 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. |
Condensed Consolidating Statement of Operations |
For the Year Ended December 31, 2014 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Revenues | | $ | — | | $ | — | | $ | 26,001 | | $ | 7,417 | | $ | (158 | ) | $ | 33,260 | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 12,343 | | | 2,727 | | | (140 | ) | | 14,930 | |
Subscriber service expenses | | | — | | | — | | | 1,519 | | | 804 | | | (3 | ) | | 2,320 | |
Broadcast operations expenses | | | — | | | — | | | 303 | | | 134 | | | (7 | ) | | 430 | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 2,853 | | | 809 | | | (3 | ) | | 3,659 | |
Upgrade and retention costs | | | — | | | — | | | 1,276 | | | 184 | | | (4 | ) | | 1,456 | |
General and administrative expenses | | | 98 | | | 1 | | | 1,235 | | | 780 | | | (1 | ) | | 2,113 | |
Venezuelan currency devaluation charge | | | — | | | — | | | — | | | 281 | | | — | | | 281 | |
Depreciation and amortization expense | | | — | | | — | | | 1,722 | | | 1,221 | | | — | | | 2,943 | |
| | | | | | | | | | | | | | | | | | | |
Total operating costs and expenses | | | 98 | | | 1 | | | 21,251 | | | 6,940 | | | (158 | ) | | 28,132 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (loss) | | | (98 | ) | | (1 | ) | | 4,750 | | | 477 | | | — | | | 5,128 | |
Equity in income of consolidated subsidiaries | | | 2,807 | | | 3,053 | | | — | | | 2,518 | | | (8,378 | ) | | — | |
Interest income | | | 1 | | | 2 | | | 2 | | | 63 | | | — | | | 68 | |
Interest expense | | | (1 | ) | | (858 | ) | | (4 | ) | | (35 | ) | | — | | | (898 | ) |
Other, net | | | 18 | | | 19 | | | 32 | | | 81 | | | — | | | 150 | |
| | | | | | | | | | | | | | | | | | | |
Income before income tax | | | 2,727 | | | 2,215 | | | 4,780 | | | 3,104 | | | (8,378 | ) | | 4,448 | |
Income tax benefit (expense) | | | 29 | | | 303 | | | (1,727 | ) | | (278 | ) | | — | | | (1,673 | ) |
| | | | | | | | | | | | | | | | | | | |
Net income | | | 2,756 | | | 2,518 | | | 3,053 | | | 2,826 | | | (8,378 | ) | | 2,775 | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (19 | ) | | — | | | (19 | ) |
| | | | | | | | | | | | | | | | | | | |
Net income attributable to DIRECTV | | $ | 2,756 | | $ | 2,518 | | $ | 3,053 | | $ | 2,807 | | $ | (8,378 | ) | $ | 2,756 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Operations |
For the Year Ended December 31, 2013 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Revenues | | $ | — | | $ | — | | $ | 24,676 | | $ | 7,141 | | $ | (63 | ) | $ | 31,754 | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 11,616 | | | 2,430 | | | (55 | ) | | 13,991 | |
Subscriber service expenses | | | — | | | — | | | 1,474 | | | 768 | | | — | | | 2,242 | |
Broadcast operations expenses | | | — | | | — | | | 293 | | | 124 | | | (8 | ) | | 409 | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 2,642 | | | 777 | | | — | | | 3,419 | |
Upgrade and retention costs | | | — | | | — | | | 1,350 | | | 197 | | | — | | | 1,547 | |
General and administrative expenses | | | 70 | | | — | | | 1,217 | | | 715 | | | — | | | 2,002 | |
Venezuelan currency devaluation charge | | | — | | | — | | | — | | | 166 | | | — | | | 166 | |
Depreciation and amortization expense | | | — | | | — | | | 1,640 | | | 1,188 | | | — | | | 2,828 | |
| | | | | | | | | | | | | | | | | | | |
Total operating costs and expenses | | | 70 | | | — | | | 20,232 | | | 6,365 | | | (63 | ) | | 26,604 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (loss) | | | (70 | ) | | — | | | 4,444 | | | 776 | | | — | | | 5,150 | |
Equity in income of consolidated subsidiaries | | | 2,900 | | | 2,880 | | | — | | | 2,349 | | | (8,129 | ) | | — | |
Interest income | | | 16 | | | — | | | 2 | | | 62 | | | (8 | ) | | 72 | |
Interest expense | | | (1 | ) | | (824 | ) | | (3 | ) | | (20 | ) | | 8 | | | (840 | ) |
Other, net | | | (7 | ) | | — | | | 29 | | | 84 | | | — | | | 106 | |
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | | | 2,838 | | | 2,056 | | | 4,472 | | | 3,251 | | | (8,129 | ) | | 4,488 | |
Income tax benefit (expense) | | | 21 | | | 293 | | | (1,592 | ) | | (325 | ) | | — | | | (1,603 | ) |
| | | | | | | | | | | | | | | | | | | |
Net income | | | 2,859 | | | 2,349 | | | 2,880 | | | 2,926 | | | (8,129 | ) | | 2,885 | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (26 | ) | | — | | | (26 | ) |
| | | | | | | | | | | | | | | | | | | |
Net income attributable to DIRECTV | | $ | 2,859 | | $ | 2,349 | | $ | 2,880 | | $ | 2,900 | | $ | (8,129 | ) | $ | 2,859 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Operations |
For the Year Ended December 31, 2012 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Revenues | | $ | — | | $ | 59 | | $ | 23,235 | | $ | 6,583 | | $ | (137 | ) | $ | 29,740 | |
Operating costs and expenses | | | | | | | | | | | | | | | | | | | |
Costs of revenues, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Broadcast programming and other | | | — | | | — | | | 10,743 | | | 2,355 | | | (70 | ) | | 13,028 | |
Subscriber service expenses | | | — | | | — | | | 1,464 | | | 673 | | | — | | | 2,137 | |
Broadcast operations expenses | | | — | | | — | | | 306 | | | 116 | | | (8 | ) | | 414 | |
Selling, general and administrative expenses, exclusive of depreciation and amortization expense | | | | | | | | | | | | | | | | | | | |
Subscriber acquisition costs | | | — | | | — | | | 2,673 | | | 724 | | | — | | | 3,397 | |
Upgrade and retention costs | | | — | | | — | | | 1,253 | | | 174 | | | — | | | 1,427 | |
General and administrative expenses | | | 42 | | | 1 | | | 1,201 | | | 630 | | | (59 | ) | | 1,815 | |
Depreciation and amortization expense | | | — | | | — | | | 1,501 | | | 936 | | | — | | | 2,437 | |
| | | | | | | | | | | | | | | | | | | |
Total operating costs and expenses | | | 42 | | | 1 | | | 19,141 | | | 5,608 | | | (137 | ) | | 24,655 | |
| | | | | | | | | | | | | | | | | | | |
Operating profit (loss) | | | (42 | ) | | 58 | | | 4,094 | | | 975 | | | — | | | 5,085 | |
Equity in income of consolidated subsidiaries | | | 2,980 | | | 2,819 | | | — | | | 2,286 | | | (8,085 | ) | | — | |
Interest income | | | 2 | | | 1 | | | — | | | 68 | | | (12 | ) | | 59 | |
Interest expense | | | (2 | ) | | (773 | ) | | (3 | ) | | (76 | ) | | 12 | | | (842 | ) |
Other, net | | | (4 | ) | | (65 | ) | | 33 | | | 176 | | | — | | | 140 | |
| | | | | | | | | | | | | | | | | | | |
Income before income taxes | | | 2,934 | | | 2,040 | | | 4,124 | | | 3,429 | | | (8,085 | ) | | 4,442 | |
Income tax benefit (expense) | | | 15 | | | 246 | | | (1,305 | ) | | (421 | ) | | — | | | (1,465 | ) |
| | | | | | | | | | | | | | | | | | | |
Net income | | | 2,949 | | | 2,286 | | | 2,819 | | | 3,008 | | | (8,085 | ) | | 2,977 | |
Less: Net income attributable to noncontrolling interest | | | — | | | — | | | — | | | (28 | ) | | — | | | (28 | ) |
| | | | | | | | | | | | | | | | | | | |
Net income attributable to DIRECTV | | $ | 2,949 | | $ | 2,286 | | $ | 2,819 | | $ | 2,980 | | $ | (8,085 | ) | $ | 2,949 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Comprehensive Income |
For the Year Ended December 31, 2014 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Net income | | $ | 2,756 | | $ | 2,518 | | $ | 3,053 | | $ | 2,826 | | $ | (8,378 | ) | $ | 2,775 | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | |
Defined benefit plans: | | | | | | | | | | | | | | | | | | | |
Loss related to changes in plan experience and actuarial assumptions arising during the period | | | (49 | ) | | — | | | — | | | — | | | — | | | (49 | ) |
Prior service credit arising during the period | | | 21 | | | — | | | — | | | — | | | — | | | 21 | |
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost | | | 10 | | | — | | | — | | | — | | | — | | | 10 | |
Cash flows hedges: | | | | | | | | | | | | | | | | | | | |
Unrealized losses arising during the period | | | (87 | ) | | (87 | ) | | — | | | (87 | ) | | 174 | | | (87 | ) |
Reclassification adjustments included in net income | | | 117 | | | 117 | | | — | | | 117 | | | (234 | ) | | 117 | |
Foreign currency translation adjustments | | | (99 | ) | | — | | | — | | | (108 | ) | | 99 | | | (108 | ) |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | (87 | ) | | 30 | | | — | | | (78 | ) | | 39 | | | (96 | ) |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income | | | 2,669 | | | 2,548 | | | 3,053 | | | 2,748 | | | (8,339 | ) | | 2,679 | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (10 | ) | | — | | | (10 | ) |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income attributable to DIRECTV | | $ | 2,669 | | $ | 2,548 | | $ | 3,053 | | $ | 2,738 | | $ | (8,339 | ) | $ | 2,669 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Comprehensive Income |
For the Year Ended December 31, 2013 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Net income | | $ | 2,859 | | $ | 2,349 | | $ | 2,880 | | $ | 2,926 | | $ | (8,129 | ) | $ | 2,885 | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | |
Defined benefit plans: | | | | | | | | | | | | | | | | | | | |
Gains related to changes in plan experience and actuarial assumptions arising during the period | | | 22 | | | — | | | — | | | — | | | — | | | 22 | |
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost | | | 38 | | | — | | | — | | | — | | | — | | | 38 | |
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 | | | 80 | | | 80 | | | — | | | 80 | | | (160 | ) | | 80 | |
Reclassification adjustments included in net income | | | (49 | ) | | (49 | ) | | — | | | (49 | ) | | 98 | | | (49 | ) |
Foreign currency translation adjustments | | | (167 | ) | | — | | | — | | | (173 | ) | | 167 | | | (173 | ) |
Reclassification adjustment for net losses on securities recognized during the period | | | 1 | | | — | | | — | | | 1 | | | (1 | ) | | 1 | |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | (74 | ) | | 31 | | | — | | | (141 | ) | | 104 | | | (80 | ) |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income | | | 2,785 | | | 2,380 | | | 2,880 | | | 2,785 | | | (8,025 | ) | | 2,805 | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (20 | ) | | — | | | (20 | ) |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income attributable to DIRECTV | | $ | 2,785 | | $ | 2,380 | | $ | 2,880 | | $ | 2,765 | | $ | (8,025 | ) | $ | 2,785 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Comprehensive Income |
For the Year Ended December 31, 2012 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Net income | | $ | 2,949 | | $ | 2,286 | | $ | 2,819 | | $ | 3,008 | | $ | (8,085 | ) | $ | 2,977 | |
Other comprehensive income (loss), net of taxes: | | | | | | | | | | | | | | | | | | | |
Defined benefit plans: | | | | | | | | | | | | | | | | | | | |
Loss related to changes in plan experience and actuarial assumptions arising during the period | | | (45 | ) | | — | | | — | | | — | | | — | | | (45 | ) |
Amortization of amounts resulting from changes in plan experience and actuarial assumptions recognized as periodic benefit cost | | | 12 | | | — | | | — | | | — | | | — | | | 12 | |
Cash flows hedges: | | | | | | | | | | | | | | | | | | | |
Unrealized losses arising during the period | | | (10 | ) | | (10 | ) | | — | | | (10 | ) | | 20 | | | (10 | ) |
Reclassification adjustments included in net income | | | (7 | ) | | (7 | ) | | — | | | (7 | ) | | 14 | | | (7 | ) |
Foreign currency translation adjustments | | | (17 | ) | | — | | | — | | | (32 | ) | | 17 | | | (32 | ) |
Unrealized holding losses on securities | | | (4 | ) | | — | | | — | | | (4 | ) | | 4 | | | (4 | ) |
| | | | | | | | | | | | | | | | | | | |
Other comprehensive loss | | | (71 | ) | | (17 | ) | | — | | | (53 | ) | | 55 | | | (86 | ) |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income | | | 2,878 | | | 2,269 | | | 2,819 | | | 2,955 | | | (8,030 | ) | | 2,891 | |
Less: Comprehensive income attributable to noncontrolling interest | | | — | | | — | | | — | | | (13 | ) | | — | | | (13 | ) |
| | | | | | | | | | | | | | | | | | | |
Comprehensive income attributable to DIRECTV | | $ | 2,878 | | $ | 2,269 | | $ | 2,819 | | $ | 2,942 | | $ | (8,030 | ) | $ | 2,878 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Balance Sheet |
As of December 31, 2014 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
ASSETS | | | | | | | | | | | | | | | | | | | |
Total current assets | | $ | 1,201 | | $ | 3,690 | | $ | 2,964 | | $ | 1,592 | | $ | (628 | ) | $ | 8,819 | |
Satellites, net | | | — | | | — | | | 1,717 | | | 1,323 | | | — | | | 3,040 | |
Property and equipment, net | | | — | | | — | | | 3,891 | | | 2,830 | | | — | | | 6,721 | |
Goodwill | | | — | | | 1,828 | | | 1,363 | | | 738 | | | — | | | 3,929 | |
Intangible assets, net | | | — | | | — | | | 512 | | | 490 | | | (8 | ) | | 994 | |
Intercompany receivables | | | 4,975 | | | 11,698 | | | 28,132 | | | 1,143 | | | (45,948 | ) | | — | |
Investment in subsidiaries | | | (9,341 | ) | | 21,337 | | | — | | | (10,725 | ) | | (1,271 | ) | | — | |
Other assets | | | 134 | | | 99 | | | 670 | | | 1,185 | | | (132 | ) | | 1,956 | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | (3,031 | ) | $ | 38,652 | | $ | 39,249 | | $ | (1,424 | ) | $ | (47,987 | ) | $ | 25,459 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | $ | 527 | | $ | 1,454 | | $ | 4,244 | | $ | 1,362 | | $ | (628 | ) | $ | 6,959 | |
Long-term debt | | | — | | | 19,327 | | | — | | | 158 | | | — | | | 19,485 | |
Deferred income taxes | | | — | | | 33 | | | 1,736 | | | 89 | | | (132 | ) | | 1,726 | |
Intercompany liabilities | | | 1,212 | | | 28,110 | | | 11,698 | | | 4,928 | | | (45,948 | ) | | — | |
Other liabilities and deferred credits | | | 443 | | | 453 | | | 234 | | | 995 | | | (8 | ) | | 2,117 | |
Stockholders' equity (deficit) | | | | | | | | | | | | | | | | | | | |
Common stock and additional paid-in capital | | | 3,613 | | | 432 | | | 5,403 | | | 3,489 | | | (9,324 | ) | | 3,613 | |
Retained earnings (accumulated deficit) | | | (8,408 | ) | | (11,202 | ) | | 15,934 | | | (12,554 | ) | | 7,822 | | | (8,408 | ) |
Accumulated other comprehensive income (loss) | | | (418 | ) | | 45 | | | — | | | (276 | ) | | 231 | | | (418 | ) |
| | | | | | | | | | | | | | | | | | | |
Total DIRECTV stockholders' equity (deficit) | | | (5,213 | ) | | (10,725 | ) | | 21,337 | | | (9,341 | ) | | (1,271 | ) | | (5,213 | ) |
Noncontrolling interest | | | — | | | — | | | — | | | 385 | | | — | | | 385 | |
| | | | | | | | | | | | | | | | | | | |
Total stockholders' equity (deficit) | | | (5,213 | ) | | (10,725 | ) | | 21,337 | | | (8,956 | ) | | (1,271 | ) | | (4,828 | ) |
| | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity (deficit) | | $ | (3,031 | ) | $ | 38,652 | | $ | 39,249 | | $ | (1,424 | ) | $ | (47,987 | ) | $ | 25,459 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Balance Sheet |
As of December 31, 2013 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (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 | | | 4,799 | | | 7,820 | | | 20,988 | | | 1,386 | | | (34,993 | ) | | — | |
Investment in subsidiaries | | | (10,177 | ) | | 17,812 | | | — | | | (12,247 | ) | | 4,612 | | | — | |
Other assets | | | 92 | | | 190 | | | 361 | | | 1,416 | | | (114 | ) | | 1,945 | |
| | | | | | | | | | | | | | | | | | | |
Total assets | | $ | (4,307 | ) | $ | 28,783 | | $ | 31,350 | | $ | (2,907 | ) | $ | (31,014 | ) | $ | 21,905 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | $ | 448 | | $ | 1,478 | | $ | 3,812 | | $ | 1,303 | | $ | (511 | ) | $ | 6,530 | |
Long-term debt | | | — | | | 18,203 | | | — | | | 81 | | | — | | | 18,284 | |
Deferred income taxes | | | — | | | 9 | | | 1,632 | | | 277 | | | (114 | ) | | 1,804 | |
Intercompany liabilities | | | 1,390 | | | 21,019 | | | 7,820 | | | 4,764 | | | (34,993 | ) | | — | |
Other liabilities and deferred credits | | | 399 | | | 321 | | | 274 | | | 470 | | | (8 | ) | | 1,456 | |
Redeemable noncontrolling interest | | | — | | | — | | | — | | | 375 | | | — | | | 375 | |
Stockholders' equity (deficit) | | | | | | | | | | | | | | | | | | | |
Capital stock and additional paid-in capital | | | 3,652 | | | 25 | | | 4,930 | | | 3,671 | | | (8,626 | ) | | 3,652 | |
Retained earnings (accumulated deficit) | | | (9,874 | ) | | (12,286 | ) | | 12,882 | | | (13,620 | ) | | 13,024 | | | (9,874 | ) |
Accumulated other comprehensive income (loss) | | | (322 | ) | | 14 | | | — | | | (228 | ) | | 214 | | | (322 | ) |
| | | | | | | | | | | | | | | | | | | |
Total stockholders' equity (deficit) | | | (6,544 | ) | | (12,247 | ) | | 17,812 | | | (10,177 | ) | | 4,612 | | | (6,544 | ) |
| | | | | | | | | | | | | | | | | | | |
Total liabilities and stockholders' equity (deficit) | | $ | (4,307 | ) | $ | 28,783 | | $ | 31,350 | | $ | (2,907 | ) | $ | (31,014 | ) | $ | 21,905 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Cash Flows |
For the Year Ended December 31, 2014 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 1,056 | | $ | (2,008 | ) | $ | 6,471 | | $ | 1,962 | | $ | (1,112 | ) | $ | 6,369 | |
| | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | |
Cash paid for property and equipment | | | — | | | — | | | (1,684 | ) | | (1,256 | ) | | — | | | (2,940 | ) |
Cash paid for satellites | | | — | | | — | | | (73 | ) | | (212 | ) | | — | | | (285 | ) |
Investment in companies, net of cash acquired | | | — | | | — | | | (1 | ) | | (46 | ) | | — | | | (47 | ) |
Proceeds from sale of investments | | | — | | | — | | | 16 | | | 16 | | | — | | | 32 | |
Return of capital from subsidiary | | | 425 | | | — | | | — | | | — | | | (425 | ) | | — | |
Intercompany payments (funding) | | | 270 | | | (1,258 | ) | | (5,969 | ) | | 159 | | | 6,798 | | | — | |
Other, net | | | — | | | — | | | — | | | (123 | ) | | — | | | (123 | ) |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 695 | | | (1,258 | ) | | (7,711 | ) | | (1,462 | ) | | 6,373 | | | (3,363 | ) |
| | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | |
Proceeds from short-term borrowings | | | — | | | 301 | | | — | | | — | | | — | | | 301 | |
Repayment of short-term borrowings | | | — | | | (501 | ) | | — | | | — | | | — | | | (501 | ) |
Proceeds from long-term debt | | | — | | | 2,437 | | | — | | | 213 | | | — | | | 2,650 | |
Debt issuance costs | | | — | | | (14 | ) | | — | | | — | | | — | | | (14 | ) |
Repayment of long-term debt | | | — | | | (1,000 | ) | | — | | | (66 | ) | | — | | | (1,066 | ) |
Repayment of other long-term obligations | | | — | | | — | | | (30 | ) | | (39 | ) | | — | | | (69 | ) |
Common shares repurchased and retired | | | (1,386 | ) | | — | | | — | | | — | | | — | | | (1,386 | ) |
Stock Options Exercised | | | 21 | | | — | | | — | | | — | | | — | | | 21 | |
Taxes paid in lieu of shares issued for share-based compensation | | | (60 | ) | | — | | | (50 | ) | | (10 | ) | | 60 | | | (60 | ) |
Excess tax benefit from share-based compensation | | | 23 | | | — | | | 19 | | | 4 | | | (23 | ) | | 23 | |
Intercompany payments (funding) | | | (167 | ) | | 5,965 | | | 1,315 | | | (315 | ) | | (6,798 | ) | | — | |
Cash dividend to Parent | | | — | | | (1,500 | ) | | — | | | — | | | 1,500 | | | — | |
Other, net | | | — | | | (22 | ) | | — | | | (45 | ) | | — | | | (67 | ) |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (1,569 | ) | | 5,666 | | | 1,254 | | | (258 | ) | | (5,261 | ) | | (168 | ) |
| | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes in Venezuelan cash and cash equivalents | | | — | | | — | | | — | | | (383 | ) | | — | | | (383 | ) |
| | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 182 | | | 2,400 | | | 14 | | | (141 | ) | | — | | | 2,455 | |
Cash and cash equivalents at beginning of the year | | | 498 | | | 791 | | | 6 | | | 885 | | | — | | | 2,180 | |
| | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at the end of the year | | $ | 680 | | $ | 3,191 | | $ | 20 | | $ | 744 | | $ | — | | $ | 4,635 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Cash Flows |
For the Year Ended December 31, 2013 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 2,300 | | $ | (1,902 | ) | $ | 6,525 | | $ | 1,811 | | $ | (2,340 | ) | $ | 6,394 | |
| | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | |
Cash paid for property and equipment | | | — | | | — | | | (1,852 | ) | | (1,557 | ) | | — | | | (3,409 | ) |
Cash paid for satellites | | | — | | | — | | | (198 | ) | | (179 | ) | | — | | | (377 | ) |
Investment in companies, net of cash acquired | | | — | | | — | | | (53 | ) | | (13 | ) | | — | | | (66 | ) |
Proceeds from sale of investments | | | — | | | — | | | 12 | | | 245 | | | — | | | 257 | |
Return of capital from subsidiary | | | 1,897 | | | — | | | — | | | — | | | (1,897 | ) | | — | |
Intercompany funding | | | (248 | ) | | (1,157 | ) | | (5,537 | ) | | (188 | ) | | 7,130 | | | — | |
Other, net | | | — | | | — | | | (67 | ) | | (91 | ) | | — | | | (158 | ) |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 1,649 | | | (1,157 | ) | | (7,695 | ) | | (1,783 | ) | | 5,233 | | | (3,753 | ) |
| | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | |
Repayment of commercial paper (maturity 90 days or less), net | | | — | | | (155 | ) | | — | | | — | | | — | | | (155 | ) |
Proceeds from short-term borrowings | | | — | | | 556 | | | — | | | — | | | — | | | 556 | |
Repayment of short-term borrowings | | | — | | | (559 | ) | | — | | | — | | | — | | | (559 | ) |
Proceeds from borrowings under revolving credit facility | | | — | | | 10 | | | — | | | — | | | — | | | 10 | |
Repayment of borrowings under revolving credit facility | | | — | | | (10 | ) | | — | | | — | | | — | | | (10 | ) |
Proceeds from long-term debt | | | — | | | 1,947 | | | — | | | 152 | | | — | | | 2,099 | |
Debt issuance costs | | | — | | | (12 | ) | | — | | | — | | | — | | | (12 | ) |
Repayment of long-term debt | | | — | | | — | | | — | | | (15 | ) | | — | | | (15 | ) |
Repayment of other long-term obligations | | | — | | | — | | | (24 | ) | | (39 | ) | | — | | | (63 | ) |
Common shares repurchased and retired | | | (4,000 | ) | | — | | | — | | | — | | | — | | | (4,000 | ) |
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 | | | 178 | | | 5,535 | | | 1,220 | | | 197 | | | (7,130 | ) | | — | |
Cash dividend to Parent | | | — | | | (4,200 | ) | | — | | | — | | | 4,200 | | | — | |
Other, net | | | — | | | 10 | | | — | | | — | | | — | | | 10 | |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (3,859 | ) | | 3,122 | | | 1,165 | | | 289 | | | (2,893 | ) | | (2,176 | ) |
| | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes in Venezuelan cash and cash equivalents | | | — | | | — | | | — | | | (187 | ) | | — | | | (187 | ) |
| | | | | | | | | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 90 | | | 63 | | | (5 | ) | | 130 | | | — | | | 278 | |
Cash and cash equivalents at beginning of the year | | | 408 | | | 728 | | | 11 | | | 755 | | | — | | | 1,902 | |
| | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at the end of the year | | $ | 498 | | $ | 791 | | $ | 6 | | $ | 885 | | $ | — | | $ | 2,180 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Cash Flows |
For the Year Ended December 31, 2012 |
|
| | Parent | | Co-Issuers | | Guarantor | | Non-Guarantor | | Eliminations | | DIRECTV | |
Guarantor | Subsidiaries | Subsidiaries | Consolidated |
| | (Dollars in Millions) | |
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) operating activities | | $ | 2,055 | | $ | (1,820 | ) | $ | 5,947 | | $ | 1,608 | | $ | (2,156 | ) | $ | 5,634 | |
| | | | | | | | | | | | | | | | | | | |
Cash flows from investing activities | | | | | | | | | | | | | | | | | | | |
Cash paid for property and equipment | | | — | | | — | | | (1,488 | ) | | (1,472 | ) | | — | | | (2,960 | ) |
Cash paid for satellites | | | — | | | — | | | (253 | ) | | (136 | ) | | — | | | (389 | ) |
Investment in companies, net of cash acquired | | | — | | | — | | | (7 | ) | | (9 | ) | | — | | | (16 | ) |
Proceeds from sale of investments | | | — | | | — | | | 24 | | | — | | | — | | | 24 | |
Return of capital from subsidiary | | | 3,775 | | | — | | | — | | | — | | | (3,775 | ) | | — | |
Intercompany funding | | | (369 | ) | | (917 | ) | | (5,118 | ) | | (4 | ) | | 6,408 | | | — | |
Other, net | | | — | | | — | | | — | | | (22 | ) | | — | | | (22 | ) |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) investing activities | | | 3,406 | | | (917 | ) | | (6,842 | ) | | (1,643 | ) | | 2,633 | | | (3,363 | ) |
| | | | | | | | | | | | | | | | | | | |
Cash flows from financing activities | | | | | | | | | | | | | | | | | | | |
Issuance of commercial paper (maturity 90 days or less), net | | | — | | | 156 | | | — | | | — | | | — | | | 156 | |
Proceeds from short-term borrowings | | | — | | | 202 | | | — | | | — | | | — | | | 202 | |
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 | | | — | | | (36 | ) | | — | | | — | | | — | | | (36 | ) |
Repayment of long-term debt | | | — | | | (1,500 | ) | | — | | | — | | | — | | | (1,500 | ) |
Repayment of other long-term obligations | | | — | | | — | | | (21 | ) | | (30 | ) | | — | | | (51 | ) |
Common shares repurchased and retired | | | (5,175 | ) | | — | | | — | | | — | | | — | | | (5,175 | ) |
Stock options exercised | | | 3 | | | — | | | — | | | — | | | — | | | 3 | |
Taxes paid in lieu of shares issued for share-based compensation | | | (61 | ) | | — | | | (52 | ) | | (9 | ) | | 61 | | | (61 | ) |
Excess tax benefit from share-based compensation | | | 30 | | | — | | | 25 | | | 5 | | | (30 | ) | | 30 | |
Intercompany payments | | | 21 | | | 5,125 | | | 950 | | | 312 | | | (6,408 | ) | | — | |
Cash dividend to Parent | | | — | | | (5,900 | ) | | — | | | — | | | 5,900 | | | — | |
| | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (5,182 | ) | | 3,237 | | | 902 | | | 278 | | | (477 | ) | | (1,242 | ) |
| | | | | | | | | | | | | | | | | | | |
Net increase in cash and cash equivalents | | | 279 | | | 500 | | | 7 | | | 243 | | | — | | | 1,029 | |
Cash and cash equivalents at beginning of the year | | | 129 | | | 228 | | | 4 | | | 512 | | | — | | | 873 | |
| | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents at the end of the year | | $ | 408 | | $ | 728 | | $ | 11 | | $ | 755 | | $ | — | | $ | 1,902 | |
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
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