Condensed Consolidating Financial Statements | 6 Months Ended |
Jun. 30, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Condensed Consolidating Financial Statements | ' |
Condensed Consolidating Financial Statements |
Long-term debt of AMC Networks includes $700,000 of 7.75% senior notes due July 2021 and $600,000 of 4.75% senior notes due December 2022. All outstanding senior notes issued by AMC Networks are guaranteed on a senior unsecured basis by certain of its existing and future domestic restricted subsidiaries (the “Guarantor Subsidiaries”). All Guarantor Subsidiaries are owned 100% by AMC Networks. The outstanding notes are fully and unconditionally guaranteed by the Guarantor Subsidiaries on a joint and several basis. |
Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, comprehensive income, and cash flows of (i) the Parent Company, (ii) the Guarantor Subsidiaries on a combined basis (as such guarantees are joint and several), (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”) on a combined basis and (iv) reclassifications and eliminations necessary to arrive at the information for the Company on a consolidated basis. |
Basis of Presentation |
In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company's interests in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, and (ii) the Guarantor Subsidiaries' interests in the Non-Guarantor Subsidiaries, even though all such subsidiaries meet the requirements to be consolidated under GAAP. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.” |
The accounting basis in all subsidiaries, including goodwill and identified intangible assets, have been allocated to the applicable subsidiaries. |
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Condensed Consolidated Balance Sheet |
June 30, 2014 |
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| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
ASSETS | | | | | | | | | |
Current Assets: | | | | | | | | | |
Cash and cash equivalents | $ | 1,984 | | | $ | 193,965 | | | $ | 88,043 | | | $ | — | | | $ | 283,992 | |
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Accounts receivable, trade (less allowance for doubtful accounts) | — | | | 378,853 | | | 139,259 | | | — | | | 518,112 | |
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Amounts due from related parties, net | — | | | 4,044 | | | — | | | — | | | 4,044 | |
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Current portion of program rights, net | — | | | 336,866 | | | 61,697 | | | — | | | 398,563 | |
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Prepaid expenses, other current assets and intercompany receivable | 22,503 | | | 52,770 | | | 12,019 | | | (29,686 | ) | | 57,606 | |
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Deferred tax asset, net | 24,491 | | | — | | | 5,093 | | | — | | | 29,584 | |
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Assets held for sale | — | | | — | | | 18,709 | | | — | | | 18,709 | |
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Total current assets | 48,978 | | | 966,498 | | | 324,820 | | | (29,686 | ) | | 1,310,610 | |
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Property and equipment, net of accumulated depreciation | — | | | 73,102 | | | 56,938 | | | — | | | 130,040 | |
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Investment in affiliates | 1,722,171 | | | 963,675 | | | — | | | (2,685,846 | ) | | — | |
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Program rights, net | — | | | 920,485 | | | 50,971 | | | — | | | 971,456 | |
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Amounts due from related parties, net | — | | | 1,935 | | | — | | | — | | | 1,935 | |
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Long-term intercompany receivable | 706,190 | | | 122,208 | | | — | | | (828,398 | ) | | — | |
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Deferred carriage fees, net | — | | | 49,406 | | | 2,375 | | | — | | | 51,781 | |
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Intangible assets, net | — | | | 204,666 | | | 293,695 | | | — | | | 498,361 | |
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Goodwill | — | | | 75,470 | | | 526,451 | | | — | | | 601,921 | |
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Other assets | 30,018 | | | 40,910 | | | 48,818 | | | — | | | 119,746 | |
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Total assets | $ | 2,507,357 | | | $ | 3,418,355 | | | $ | 1,304,068 | | | $ | (3,543,930 | ) | | $ | 3,685,850 | |
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | | | | | | | | | |
Current Liabilities: | | | | | | | | | |
Accounts payable | $ | 55 | | | $ | 68,143 | | | $ | 63,734 | | | $ | — | | | $ | 131,932 | |
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Accrued liabilities and intercompany payable | 32,148 | | | 103,182 | | | 21,744 | | | (29,686 | ) | | 127,388 | |
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Current portion of program rights obligations | — | | | 224,870 | | | 36,404 | | | — | | | 261,274 | |
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Deferred revenue | — | | | 40,282 | | | 2,938 | | | — | | | 43,220 | |
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Current portion of long-term debt | 37,000 | | | — | | | — | | | — | | | 37,000 | |
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Current portion of capital lease obligations | — | | | 2,149 | | | 685 | | | — | | | 2,834 | |
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Liabilities held for sale | — | | | — | | | 17,632 | | | — | | | 17,632 | |
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Total current liabilities | 69,203 | | | 438,626 | | | 143,137 | | | (29,686 | ) | | 621,280 | |
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Program rights obligations | — | | | 488,150 | | | 2,349 | | | — | | | 490,499 | |
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Long-term debt | 2,721,353 | | | — | | | — | | | — | | | 2,721,353 | |
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Capital lease obligations | — | | | 13,162 | | | 15,876 | | | — | | | 29,038 | |
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Deferred tax liability, net | 108,906 | | | — | | | 15,374 | | | — | | | 124,280 | |
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Long-term intercompany payable | — | | | 706,190 | | | 122,208 | | | (828,398 | ) | | — | |
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Other liabilities | 31,148 | | | 50,642 | | | 13,699 | | | — | | | 95,489 | |
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Total liabilities | 2,930,610 | | | 1,696,770 | | | 312,643 | | | (858,084 | ) | | 4,081,939 | |
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Commitments and contingencies | | | | | | | | | |
Stockholders’ deficiency: | | | | | | | | | |
AMC Networks stockholders’ (deficiency) equity | (423,253 | ) | | 1,722,171 | | | 958,351 | | | (2,685,846 | ) | | (428,577 | ) |
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Total AMC Networks stockholders’ (deficiency) equity | (423,253 | ) | | 1,722,171 | | | 958,351 | | | (2,685,846 | ) | | (428,577 | ) |
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Noncontrolling interests | — | | | (586 | ) | | 33,074 | | | — | | | 32,488 | |
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Total Stockholders' (deficiency) equity | (423,253 | ) | | 1,721,585 | | | 991,425 | | | (2,685,846 | ) | | (396,089 | ) |
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Total liabilities and stockholders’ (deficiency) equity | $ | 2,507,357 | | | $ | 3,418,355 | | | $ | 1,304,068 | | | $ | (3,543,930 | ) | | $ | 3,685,850 | |
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Condensed Consolidated Statement of Income |
Three Months Ended June 30, 2014 |
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| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
Revenues, net | $ | — | | | $ | 412,773 | | | $ | 109,320 | | | $ | — | | | $ | 522,093 | |
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Operating expenses: | | | | | | | | | |
Technical and operating | — | | | 175,522 | | | 56,522 | | | — | | | 232,044 | |
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Selling, general and administrative | — | | | 114,963 | | | 26,917 | | | 10 | | | 141,890 | |
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Restructuring expense | — | | | — | | | 1,153 | | | — | | | 1,153 | |
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Depreciation and amortization | — | | | 8,511 | | | 9,020 | | | — | | | 17,531 | |
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| — | | | 298,996 | | | 93,612 | | | 10 | | | 392,618 | |
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Operating income | — | | | 113,777 | | | 15,708 | | | (10 | ) | | 129,475 | |
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Other income (expense): | | | | | | | | | |
Interest expense, net | (19,953 | ) | | (12,213 | ) | | (1,439 | ) | | — | | | (33,605 | ) |
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Share of affiliates income | 115,703 | | | 9,663 | | | — | | | (125,366 | ) | | — | |
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Miscellaneous, net | (4,500 | ) | | 6,461 | | | (1,102 | ) | | 10 | | | 869 | |
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| 91,250 | | | 3,911 | | | (2,541 | ) | | (125,356 | ) | | (32,736 | ) |
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Income from continuing operations before income taxes | 91,250 | | | 117,688 | | | 13,167 | | | (125,366 | ) | | 96,739 | |
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Income tax expense | (32,595 | ) | | (2,417 | ) | | (1,547 | ) | | — | | | (36,559 | ) |
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Income from continuing operations | 58,655 | | | 115,271 | | | 11,620 | | | (125,366 | ) | | 60,180 | |
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Loss from discontinued operations, net of income taxes | — | | | — | | | (1,732 | ) | | — | | | (1,732 | ) |
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Net income including noncontrolling interest | 58,655 | | | 115,271 | | | 9,888 | | | (125,366 | ) | | 58,448 | |
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Net (income) loss attributable to noncontrolling interests | — | | | 432 | | | (225 | ) | | — | | | 207 | |
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Net income attributable to AMC Networks' stockholders | $ | 58,655 | | | $ | 115,703 | | | $ | 9,663 | | | $ | (125,366 | ) | | $ | 58,655 | |
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Condensed Consolidated Statement of Income |
Six Months Ended June 30, 2014 |
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| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
Revenues, net | $ | — | | | $ | 872,861 | | | $ | 173,786 | | | $ | — | | | $ | 1,046,647 | |
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Operating expenses: | | | | | | | | | |
Technical and operating | — | | | 356,972 | | | 92,243 | | | — | | | 449,215 | |
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Selling, general and administrative | — | | | 241,340 | | | 45,896 | | | 10 | | | 287,246 | |
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Restructuring expense | — | | | — | | | 1,153 | | | — | | | 1,153 | |
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Depreciation and amortization | — | | | 16,720 | | | 15,205 | | | — | | | 31,925 | |
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| — | | | 615,032 | | | 154,497 | | | 10 | | | 769,539 | |
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Operating income | — | | | 257,829 | | | 19,289 | | | (10 | ) | | 277,108 | |
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Other income (expense): | | | | | | | | | |
Interest expense, net | (42,185 | ) | | (20,585 | ) | | (2,266 | ) | | — | | | (65,036 | ) |
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Share of affiliates income | 238,876 | | | 6,070 | | | — | | | (244,946 | ) | | — | |
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Miscellaneous, net | 1,842 | | | (334 | ) | | (5,759 | ) | | 10 | | | (4,241 | ) |
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| 198,533 | | | (14,849 | ) | | (8,025 | ) | | (244,936 | ) | | (69,277 | ) |
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Income from continuing operations before income taxes | 198,533 | | | 242,980 | | | 11,264 | | | (244,946 | ) | | 207,831 | |
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Income tax expense | (68,511 | ) | | (4,958 | ) | | (2,195 | ) | | — | | | (75,664 | ) |
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Income from continuing operations | 130,022 | | | 238,022 | | | 9,069 | | | (244,946 | ) | | 132,167 | |
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Loss from discontinued operations, net of income taxes | — | | | — | | | (2,482 | ) | | — | | | (2,482 | ) |
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Net income including noncontrolling interest | 130,022 | | | 238,022 | | | 6,587 | | | (244,946 | ) | | 129,685 | |
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Net (income) loss attributable to noncontrolling interests | — | | | 854 | | | (517 | ) | | — | | | 337 | |
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Net income attributable to AMC Networks' stockholders | $ | 130,022 | | | $ | 238,876 | | | $ | 6,070 | | | $ | (244,946 | ) | | $ | 130,022 | |
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Condensed Consolidated Statement of Comprehensive Income |
Three Months Ended June 30, 2014 |
| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
Net income | $ | 58,655 | | | $ | 115,271 | | | $ | 9,888 | | | $ | (125,366 | ) | | $ | 58,448 | |
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Other comprehensive income (loss): | | | | | | | | | |
Foreign currency translation adjustment | 9,221 | | | 9,221 | | | (4,719 | ) | | (9,221 | ) | | 4,502 | |
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Unrealized gain on interest rate swaps | 1,171 | | | — | | | — | | | — | | | 1,171 | |
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Other comprehensive income (loss), before income taxes | 10,392 | | | 9,221 | | | (4,719 | ) | | (9,221 | ) | | 5,673 | |
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Income tax expense | (432 | ) | | — | | | — | | | — | | | (432 | ) |
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Other comprehensive income (loss), net of income taxes | 9,960 | | | 9,221 | | | (4,719 | ) | | (9,221 | ) | | 5,241 | |
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Comprehensive income | 68,615 | | | 124,492 | | | 5,169 | | | (134,587 | ) | | 63,689 | |
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Comprehensive loss (income) attributable to noncontrolling interests | — | | | 432 | | | (225 | ) | | — | | | 207 | |
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Comprehensive income attributable to AMC Networks' stockholders | $ | 68,615 | | | $ | 124,924 | | | $ | 4,944 | | | $ | (134,587 | ) | | $ | 63,896 | |
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Condensed Consolidated Statement of Comprehensive Income |
Six Months Ended June 30, 2014 |
| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
Net income | $ | 130,022 | | | $ | 238,022 | | | $ | 6,587 | | | $ | (244,946 | ) | | $ | 129,685 | |
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Other comprehensive income (loss): | | | | | | | | | |
Foreign currency translation adjustment | 15,374 | | | 15,374 | | | (5,322 | ) | | (15,374 | ) | | 10,052 | |
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Unrealized gain on interest rate swaps | 1,957 | | | — | | | — | | | — | | | 1,957 | |
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Other comprehensive income (loss), before income taxes | 17,331 | | | 15,374 | | | (5,322 | ) | | (15,374 | ) | | 12,009 | |
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Income tax expense | (722 | ) | | — | | | — | | | — | | | (722 | ) |
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Other comprehensive income (loss), net of income taxes | 16,609 | | | 15,374 | | | (5,322 | ) | | (15,374 | ) | | 11,287 | |
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Comprehensive income | 146,631 | | | 253,396 | | | 1,265 | | | (260,320 | ) | | 140,972 | |
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Comprehensive loss (income) attributable to noncontrolling interests | — | | | 854 | | | (517 | ) | | — | | | 337 | |
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Comprehensive income attributable to AMC Networks' stockholders | $ | 146,631 | | | $ | 254,250 | | | $ | 748 | | | $ | (260,320 | ) | | $ | 141,309 | |
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Condensed Consolidated Statement of Cash Flows |
Six Months Ended June 30, 2014 |
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| Parent Company | | Guarantor Subsidiaries | | Non- Guarantor Subsidiaries | | Eliminations | | Consolidated |
Cash flows from operating activities: | | | | | | | | | |
Net cash provided by operating activities | 153,255 | | | 141,858 | | | 37,951 | | | (155,613 | ) | | 177,451 | |
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Cash flows from investing activities: | | | | | | | | | |
Capital expenditures | (1,371 | ) | | (13,086 | ) | | (4,298 | ) | | — | | | (18,755 | ) |
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(Increase) decrease to investment in affiliates | (38,589 | ) | | (161,166 | ) | | 28,768 | | | 170,987 | | | — | |
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Payment for acquisition of a business, net of cash acquired | — | | | (1,009,286 | ) | | 16,076 | | | — | | | (993,210 | ) |
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Proceeds from insurance settlements | — | | | 654 | | | — | | | — | | | 654 | |
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Net cash (used in) provided by investing activities | (39,960 | ) | | (1,182,884 | ) | | 40,546 | | | 170,987 | | | (1,011,311 | ) |
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Cash flows from financing activities: | | | | | | | | | |
Proceeds from the issuance of long-term debt | 600,000 | | | — | | | — | | | — | | | 600,000 | |
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Payments for financing costs | (9,266 | ) | | — | | | — | | | — | | | (9,266 | ) |
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Purchase of treasury stock | (17,804 | ) | | — | | | — | | | — | | | (17,804 | ) |
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Proceeds from stock option exercises | 925 | | | — | | | — | | | — | | | 925 | |
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Excess tax benefits from share-based compensation arrangements | 4,708 | | | — | | | — | | | — | | | 4,708 | |
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Principal payments on capital lease obligations | — | | | (865 | ) | | (447 | ) | | — | | | (1,312 | ) |
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Long-term intercompany debt | (706,190 | ) | | 706,190 | | | — | | | — | | | — | |
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Cash contributions from member | — | | | (5,100 | ) | | 5,100 | | | — | | | — | |
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Distributions from noncontrolling interests | — | | | — | | | 835 | | | — | | | 835 | |
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Net cash (used in) provided by financing activities | (127,627 | ) | | 700,225 | | | 5,488 | | | — | | | 578,086 | |
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Net increase in cash and cash equivalents from continuing operations | (14,332 | ) | | (340,801 | ) | | 83,985 | | | 15,374 | | | (255,774 | ) |
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Cash flows from discontinued operations: | | | | | | | | | |
Net cash used in operating activities | — | | | — | | | (2,719 | ) | | — | | | (2,719 | ) |
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Net decrease in cash and cash equivalents from discontinued operations | — | | | — | | | (2,719 | ) | | — | | | (2,719 | ) |
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Effect of exchange rate changes on cash and cash equivalents | 15,374 | | | 15,374 | | | 5,160 | | | (15,374 | ) | | 20,534 | |
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Cash and cash equivalents at beginning of period | 942 | | | 519,392 | | | 1,617 | | | — | | | 521,951 | |
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Cash and cash equivalents at end of period | $ | 1,984 | | | $ | 193,965 | | | $ | 88,043 | | | $ | — | | | $ | 283,992 | |
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