Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - shares | Total |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | ck0001337272 |
Entity Registrant Name | SUNGARD |
Entity Central Index Key | 1,337,272 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Class A common stock | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 258,839,495 |
Class L common stock, convertible | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 28,759,942 |
SunGard Capital Corp. II | |
Document Information [Line Items] | |
Entity Registrant Name | SUNGARD CAPITAL CORP II |
Entity Central Index Key | 1,337,274 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 100 |
SunGard Data Systems Inc. | |
Document Information [Line Items] | |
Entity Registrant Name | SUNGARD DATA SYSTEMS INC |
Entity Central Index Key | 789,388 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 100 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Current: | ||
Cash and cash equivalents | $ 538 | $ 447 |
Trade receivables, less allowance for doubtful accounts of $22 and $21 | 446 | 572 |
Earned but unbilled receivables | 115 | 114 |
Prepaid expenses and other current assets | 108 | 116 |
Total current assets | 1,207 | 1,249 |
Property and equipment, less accumulated depreciation of $414 and $433 | 149 | 152 |
Software products, less accumulated amortization of $1,754 and $1,771 | 222 | 224 |
Customer base, less accumulated amortization of $531 and $555 | 338 | 360 |
Other assets, less accumulated amortization of $22 and $23 | 73 | 94 |
Trade name | 672 | 672 |
Goodwill | 3,744 | 3,760 |
Total Assets | 6,405 | 6,511 |
Current: | ||
Short-term and current portion of long-term debt | 3 | |
Accounts payable | 15 | 21 |
Accrued compensation and benefits | 167 | 227 |
Accrued interest expense | 29 | 30 |
Other accrued expenses | 125 | 131 |
Deferred revenue | 541 | 589 |
Total current liabilities | 880 | 998 |
Long-term debt | 4,669 | 4,669 |
Deferred and other income taxes | 604 | 616 |
Other long-term liabilities | 32 | 39 |
Total liabilities | $ 6,185 | $ 6,322 |
Commitments and contingencies | ||
Noncontrolling interest in preferred stock of SCCII subject to a put option | $ 40 | $ 37 |
Stockholders' equity: | ||
Capital in excess of par value | 2,672 | 2,674 |
Treasury stock, Value | (26) | (38) |
Accumulated deficit | (3,928) | (3,902) |
Accumulated other comprehensive income (loss) | (174) | (132) |
Total stockholder's equity | (1,456) | (1,398) |
Noncontrolling interest | 1,576 | 1,490 |
Total equity | 120 | 92 |
Total Liabilities and Equity | 6,405 | 6,511 |
SunGard Capital Corp. II | ||
Current: | ||
Cash and cash equivalents | 538 | 447 |
Trade receivables, less allowance for doubtful accounts of $22 and $21 | 446 | 572 |
Earned but unbilled receivables | 115 | 114 |
Prepaid expenses and other current assets | 108 | 116 |
Total current assets | 1,207 | 1,249 |
Property and equipment, less accumulated depreciation of $414 and $433 | 149 | 152 |
Software products, less accumulated amortization of $1,754 and $1,771 | 222 | 224 |
Customer base, less accumulated amortization of $531 and $555 | 338 | 360 |
Other assets, less accumulated amortization of $22 and $23 | 73 | 94 |
Trade name | 672 | 672 |
Goodwill | 3,744 | 3,760 |
Total Assets | 6,405 | 6,511 |
Current: | ||
Short-term and current portion of long-term debt | 3 | |
Accounts payable | 15 | 21 |
Accrued compensation and benefits | 167 | 227 |
Accrued interest expense | 29 | 30 |
Other accrued expenses | 120 | 127 |
Deferred revenue | 541 | 589 |
Total current liabilities | 875 | 994 |
Long-term debt | 4,669 | 4,669 |
Deferred and other income taxes | 604 | 616 |
Other long-term liabilities | 26 | 32 |
Total liabilities | $ 6,174 | $ 6,311 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,581 million and $0 million; 14,999,000 shares authorized, 10,048,018 and 0 issued | ||
Capital in excess of par value | $ 3,523 | $ 3,519 |
Treasury stock, Value | (274) | (280) |
Accumulated deficit | (2,878) | (2,939) |
Accumulated other comprehensive income (loss) | (174) | (132) |
Total stockholder's equity | 197 | 168 |
Noncontrolling interest | 1 | 1 |
Total equity | 198 | 169 |
Total Liabilities and Equity | 6,405 | 6,511 |
SunGard Capital Corp. II | Preferred Stock | ||
Current: | ||
Stock subject to a put option | 33 | 31 |
SunGard Data Systems Inc. | ||
Current: | ||
Cash and cash equivalents | 538 | 447 |
Trade receivables, less allowance for doubtful accounts of $22 and $21 | 446 | 572 |
Earned but unbilled receivables | 115 | 114 |
Prepaid expenses and other current assets | 104 | 112 |
Total current assets | 1,203 | 1,245 |
Property and equipment, less accumulated depreciation of $414 and $433 | 149 | 152 |
Software products, less accumulated amortization of $1,754 and $1,771 | 222 | 224 |
Customer base, less accumulated amortization of $531 and $555 | 338 | 360 |
Other assets, less accumulated amortization of $22 and $23 | 73 | 94 |
Trade name | 672 | 672 |
Goodwill | 3,744 | 3,760 |
Total Assets | 6,401 | 6,507 |
Current: | ||
Short-term and current portion of long-term debt | 3 | |
Accounts payable | 15 | 21 |
Accrued compensation and benefits | 167 | 227 |
Accrued interest expense | 29 | 30 |
Other accrued expenses | 120 | 127 |
Deferred revenue | 541 | 589 |
Total current liabilities | 875 | 994 |
Long-term debt | 4,669 | 4,669 |
Deferred and other income taxes | 596 | 608 |
Other long-term liabilities | 26 | 31 |
Total liabilities | $ 6,166 | $ 6,302 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Capital in excess of par value | $ 3,391 | $ 3,380 |
Accumulated deficit | (2,983) | (3,044) |
Accumulated other comprehensive income (loss) | (174) | (132) |
Total stockholder's equity | 234 | 204 |
Noncontrolling interest | 1 | 1 |
Total equity | 235 | 205 |
Total Liabilities and Equity | 6,401 | 6,507 |
Class L common stock, convertible | ||
Current: | ||
Stock subject to a put option | 58 | 57 |
Class A common stock | ||
Current: | ||
Stock subject to a put option | $ 2 | $ 3 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Trade receivables, allowance for doubtful accounts | $ 21 | $ 22 |
Property and equipment, accumulated depreciation | 433 | 414 |
Software products, accumulated amortization | 1,771 | 1,754 |
Customer base, accumulated amortization | 555 | 531 |
Other intangible assets, accumulated amortization | 23 | 22 |
SunGard Capital Corp. II | ||
Trade receivables, allowance for doubtful accounts | 21 | 22 |
Property and equipment, accumulated depreciation | 433 | 414 |
Software products, accumulated amortization | 1,771 | 1,754 |
Customer base, accumulated amortization | 555 | 531 |
Other intangible assets, accumulated amortization | $ 23 | $ 22 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 100 | 100 |
Common Stock, Shares, Outstanding | 100 | 100 |
Treasury stock, shares | 2,479,477 | 2,516,374 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, cumulative liquidation preference percentage | 11.50% | 11.50% |
Preferred stock, aggregate liquidation preference | $ 1,593 | $ 1,498 |
Preferred stock, shares authorized | 14,999,000 | 14,999,000 |
Preferred stock, shares issued | 10,060,069 | 10,060,069 |
SunGard Data Systems Inc. | ||
Trade receivables, allowance for doubtful accounts | $ 21 | $ 22 |
Property and equipment, accumulated depreciation | 433 | 414 |
Software products, accumulated amortization | 1,771 | 1,754 |
Customer base, accumulated amortization | 555 | 531 |
Other intangible assets, accumulated amortization | $ 23 | $ 22 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100 | 100 |
Common stock, shares issued | 100 | 100 |
Common Stock, Shares, Outstanding | 100 | 100 |
Class L common stock, convertible | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, cumulative liquidation preference percentage | 13.50% | 13.50% |
Common stock, aggregate liquidation preference | $ 8,659 | $ 8,064 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 29,062,421 | 29,062,421 |
Treasury stock, shares | 302,479 | 442,460 |
Class A common stock | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 550,000,000 | 550,000,000 |
Common stock, shares issued | 261,565,118 | 261,565,118 |
Treasury stock, shares | 2,725,623 | 3,985,453 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Revenue | $ 687 | $ 673 | $ 1,358 | $ 1,326 | |
Costs and expenses: | |||||
Cost of sales and direct operating (excluding items described in Note 1) | 283 | 273 | 551 | 542 | |
Sales, marketing and administration | 161 | 158 | 313 | 326 | |
Product development and maintenance | 87 | 97 | 173 | 196 | |
Depreciation | [1] | 27 | 27 | 56 | 51 |
Amortization of acquisition-related intangible assets | 21 | 41 | 42 | 84 | |
Trade name impairment charge | 0 | 339 | |||
Total costs and expenses | 579 | 596 | 1,135 | 1,538 | |
Operating income (loss) | 108 | 77 | 223 | (212) | |
Other income (expense): | |||||
Interest expense and amortization of deferred financing fees | (71) | (73) | (142) | (147) | |
Loss on extinguishment of debt | (61) | ||||
Other income (expense) | 1 | 1 | |||
Other income (expense) | (69) | (72) | (140) | (207) | |
Income (loss) from continuing operations before income taxes | 39 | 5 | 83 | (419) | |
Benefit from (provision for) income taxes | (6) | (2) | (24) | 99 | |
Income (loss) from continuing operations | 33 | 3 | 59 | (320) | |
Income (loss) from discontinued operations, net of tax | 2 | (17) | |||
Net income (loss) | 33 | 3 | 61 | (337) | |
(Income) attributable to the non-controlling interest | (44) | (40) | (87) | (90) | |
Net income (loss) attributable to SunGard | (11) | (37) | (26) | (427) | |
Allocation of net income (loss) to common shareholders - Basic: | |||||
Allocation of net income (loss) to common shareholders basic | (302) | (292) | (590) | (903) | |
Allocation of net income (loss) to common shareholders - Diluted: | |||||
Allocation of net income (loss) to common shareholders diluted | (312) | (298) | (606) | (903) | |
Class L shareholders | |||||
Allocation of net income (loss) to common shareholders - Basic: | |||||
Allocation of net income (loss) to common shareholders basic | $ 292 | $ 255 | $ 562 | $ 491 | |
Net income (loss) per share - Basic: | |||||
Net income (loss) per share basic | $ 10.04 | $ 8.80 | $ 19.34 | $ 16.93 | |
Weighted average number of shares - Basic: | |||||
Weighted average number of shares basic | 29 | 29 | 29 | 29 | |
Allocation of net income (loss) to common shareholders - Diluted: | |||||
Allocation of net income (loss) to common shareholders diluted | $ 301 | $ 260 | $ 577 | $ 499 | |
Net income (loss) per share - Diluted: | |||||
Net income (loss) per share diluted | $ 10.04 | $ 8.80 | $ 19.34 | $ 16.93 | |
Weighted average number of shares - Diluted: | |||||
Weighted average number of shares diluted | 30 | 30 | 30 | 29 | |
Class A shareholders | |||||
Allocation of net income (loss) to common shareholders - Basic: | |||||
Allocation of net income (loss) to common shareholders basic | $ (302) | $ (292) | $ (588) | $ (920) | |
Allocation of net income (loss) to common shareholders basic continuing operations | $ (302) | $ (292) | $ (590) | $ (903) | |
Net income (loss) per share - Basic: | |||||
Net income (loss) per share basic | $ (1.15) | $ (1.12) | $ (2.24) | $ (3.53) | |
Net income (loss) per share basic continuing operations | $ (1.15) | $ (1.12) | $ (2.25) | $ (3.46) | |
Weighted average number of shares - Basic: | |||||
Weighted average number of shares basic | 262 | 261 | 262 | 261 | |
Allocation of net income (loss) to common shareholders - Diluted: | |||||
Allocation of net income (loss) to common shareholders diluted | $ (312) | $ (298) | $ (604) | $ (920) | |
Allocation of net income (loss) to common shareholders diluted continuing operations | $ (312) | $ (298) | $ (606) | $ (903) | |
Net income (loss) per share - Diluted: | |||||
Net income (loss) per share diluted | $ (1.16) | $ (1.12) | $ (2.25) | $ (3.53) | |
Net income (loss) per share diluted continuing operations | $ (1.16) | $ (1.12) | $ (2.26) | $ (3.46) | |
Weighted average number of shares - Diluted: | |||||
Weighted average number of shares diluted | 270 | 266 | 268 | 261 | |
[1] | Includes amortization of capitalized software. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Revenue | $ 687 | $ 673 | $ 1,358 | $ 1,326 | |
Costs and expenses: | |||||
Cost of sales and direct operating (excluding items described in Note 1) | 283 | 273 | 551 | 542 | |
Sales, marketing and administration | 161 | 158 | 313 | 326 | |
Product development and maintenance | 87 | 97 | 173 | 196 | |
Depreciation | [1] | 27 | 27 | 56 | 51 |
Amortization of acquisition-related intangible assets | 21 | 41 | 42 | 84 | |
Trade name impairment charge | 0 | 339 | |||
Total costs and expenses | 579 | 596 | 1,135 | 1,538 | |
Operating income (loss) | 108 | 77 | 223 | (212) | |
Other income (expense): | |||||
Interest expense and amortization of deferred financing fees | (71) | (73) | (142) | (147) | |
Loss on extinguishment of debt | (61) | ||||
Other income (expense) | 1 | 1 | |||
Other income (expense) | (69) | (72) | (140) | (207) | |
Income (loss) from continuing operations before income taxes | 39 | 5 | 83 | (419) | |
Benefit from (provision for) income taxes | (6) | (2) | (24) | 99 | |
Income (loss) from continuing operations | 33 | 3 | 59 | (320) | |
Income (loss) from discontinued operations, net of tax | 2 | (17) | |||
Net income (loss) | 33 | 3 | 61 | (337) | |
Other comprehensive income (loss): | |||||
Foreign currency translation, net | 28 | (1) | (39) | 21 | |
Unrealized gain (loss) on derivative instruments, net of tax | 1 | (5) | (3) | (2) | |
Other comprehensive income (loss), net of tax | 29 | (6) | (42) | 19 | |
Comprehensive income (loss) | 62 | (3) | 19 | (318) | |
Comprehensive income attributable to the noncontrolling interest | (44) | (40) | (87) | (90) | |
Comprehensive income (loss) | 18 | (43) | (68) | (408) | |
SunGard Capital Corp. II | |||||
Revenue | 687 | 673 | 1,358 | 1,326 | |
Costs and expenses: | |||||
Cost of sales and direct operating (excluding items described in Note 1) | 283 | 273 | 551 | 542 | |
Sales, marketing and administration | 161 | 158 | 313 | 326 | |
Product development and maintenance | 87 | 97 | 173 | 196 | |
Depreciation | 27 | 27 | 56 | 51 | |
Amortization of acquisition-related intangible assets | 21 | 41 | 42 | 84 | |
Trade name impairment charge | 339 | ||||
Total costs and expenses | 579 | 596 | 1,135 | 1,538 | |
Operating income (loss) | 108 | 77 | 223 | (212) | |
Other income (expense): | |||||
Interest income | 1 | 1 | 1 | 1 | |
Interest expense and amortization of deferred financing fees | (71) | (73) | (142) | (147) | |
Loss on extinguishment of debt | (61) | ||||
Other income (expense) | 1 | 1 | |||
Other income (expense) | (69) | (72) | (140) | (207) | |
Income (loss) from continuing operations before income taxes | 39 | 5 | 83 | (419) | |
Benefit from (provision for) income taxes | (6) | (2) | (24) | 99 | |
Income (loss) from continuing operations | 33 | 3 | 59 | (320) | |
Income (loss) from discontinued operations, net of tax | 2 | (17) | |||
Net income (loss) | 33 | 3 | 61 | (337) | |
Other comprehensive income (loss): | |||||
Foreign currency translation, net | 28 | (1) | (39) | 21 | |
Unrealized gain (loss) on derivative instruments, net of tax | 1 | (5) | (3) | (2) | |
Other comprehensive income (loss), net of tax | 29 | (6) | (42) | 19 | |
Comprehensive income (loss) | 62 | (3) | 19 | (318) | |
SunGard Data Systems Inc. | |||||
Revenue | 687 | 673 | 1,358 | 1,326 | |
Costs and expenses: | |||||
Cost of sales and direct operating (excluding items described in Note 1) | 283 | 273 | 551 | 542 | |
Sales, marketing and administration | 161 | 158 | 313 | 326 | |
Product development and maintenance | 87 | 97 | 173 | 196 | |
Depreciation | 27 | 27 | 56 | 51 | |
Amortization of acquisition-related intangible assets | 21 | 41 | 42 | 84 | |
Trade name impairment charge | 339 | ||||
Total costs and expenses | 579 | 596 | 1,135 | 1,538 | |
Operating income (loss) | 108 | 77 | 223 | (212) | |
Other income (expense): | |||||
Interest income | 1 | 1 | 1 | 1 | |
Interest expense and amortization of deferred financing fees | (71) | (73) | (142) | (147) | |
Loss on extinguishment of debt | (61) | ||||
Other income (expense) | 1 | 1 | |||
Other income (expense) | (69) | (72) | (140) | (207) | |
Income (loss) from continuing operations before income taxes | 39 | 5 | 83 | (419) | |
Benefit from (provision for) income taxes | (6) | (2) | (24) | 99 | |
Income (loss) from continuing operations | 33 | 3 | 59 | (320) | |
Income (loss) from discontinued operations, net of tax | 2 | (17) | |||
Net income (loss) | 33 | 3 | 61 | (337) | |
Other comprehensive income (loss): | |||||
Foreign currency translation, net | 28 | (1) | (39) | 21 | |
Unrealized gain (loss) on derivative instruments, net of tax | 1 | (5) | (3) | (2) | |
Other comprehensive income (loss), net of tax | 29 | (6) | (42) | 19 | |
Comprehensive income (loss) | $ 62 | $ (3) | $ 19 | $ (318) | |
[1] | Includes amortization of capitalized software. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | |||
Cash flow from operations: | ||||
Net income (loss) | $ 61 | $ (337) | ||
Income (loss) from discontinued operations | 2 | (17) | ||
Income (loss) from continuing operations | 59 | (320) | ||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||
Depreciation and amortization | 98 | 135 | ||
Trade name impairment charge | 0 | 339 | ||
Deferred income tax provision (benefit) | (8) | (90) | ||
Stock compensation expense | 23 | 20 | ||
Amortization of deferred financing costs and debt discount | 8 | 10 | ||
Loss on extinguishment of debt | 61 | |||
Other noncash items | (1) | |||
Changes in working capital: | ||||
Accounts receivable and other current assets | 119 | 100 | ||
Accounts payable and accrued expenses | (83) | (111) | ||
Accrued interest | (1) | (5) | ||
Accrued income taxes | 15 | (25) | ||
Deferred revenue | (47) | (28) | ||
Cash flow from (used in) continuing operations | 182 | 86 | ||
Cash flow from (used in) discontinued operations | 34 | |||
Cash flow from (used in) operations | 182 | 120 | ||
Investment activities: | ||||
Cash paid for acquired businesses, net of cash acquired | (25) | |||
Addition to property and equipment, and software | (27) | (31) | ||
Additions to capitalized software | (28) | (27) | ||
Other investing activities | 1 | |||
Cash provided by (used in) continuing operations | (79) | (58) | ||
Cash provided by (used in) discontinued operations | 1 | 5 | ||
Cash provided by (used in) investment activities | (78) | (53) | ||
Financing activities: | ||||
Cash received from borrowings, net of fees | 3 | (7) | ||
Cash used to repay debt | (1) | (1,324) | ||
Cash used to purchase treasury stock | (2) | (7) | ||
Other financing activities | (10) | (9) | ||
Cash provided by (used in) continuing operations | (10) | (1,347) | ||
Cash provided by (used in) discontinued operations | 887 | |||
Cash provided by (used in) financing activities | (10) | (460) | ||
Effect of exchange rate changes on cash | (3) | 1 | ||
Increase (decrease) in cash and cash equivalents | 91 | (392) | ||
Beginning cash and cash equivalents | 447 | 706 | ||
Ending cash and cash equivalents | 538 | 314 | ||
Supplemental information: | ||||
Interest paid | 135 | 166 | ||
Income taxes paid, net of refunds of $12 million and $19 million, respectively | 16 | 23 | ||
Non-cash financing activities: | ||||
Distribution of net assets of SpinCo (See Note 1) | 223 | |||
Receipt of SpinCo Notes in connection with the AS Split-Off (See Note 1) | 425 | |||
Exchange of SpinCo Notes for SDS Notes | 389 | |||
SunGard Capital Corp. II | ||||
Cash flow from operations: | ||||
Net income (loss) | 61 | (337) | ||
Income (loss) from discontinued operations | 2 | (17) | ||
Income (loss) from continuing operations | 59 | (320) | ||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||
Depreciation and amortization | 98 | 135 | ||
Trade name impairment charge | 339 | |||
Deferred income tax provision (benefit) | (8) | (90) | ||
Stock compensation expense | 23 | 20 | ||
Amortization of deferred financing costs and debt discount | 8 | 10 | ||
Loss on extinguishment of debt | 61 | |||
Other noncash items | (1) | |||
Changes in working capital: | ||||
Accounts receivable and other current assets | 119 | 100 | ||
Accounts payable and accrued expenses | (83) | (111) | ||
Accrued interest | (1) | (5) | ||
Accrued income taxes | 15 | (25) | ||
Deferred revenue | (47) | (28) | ||
Cash flow from (used in) continuing operations | 182 | 86 | ||
Cash flow from (used in) discontinued operations | 34 | |||
Cash flow from (used in) operations | 182 | 120 | ||
Investment activities: | ||||
Cash paid for acquired businesses, net of cash acquired | (25) | |||
Addition to property and equipment, and software | (27) | (31) | ||
Additions to capitalized software | (28) | (27) | ||
Other investing activities | 1 | |||
Cash provided by (used in) continuing operations | (79) | (58) | ||
Cash provided by (used in) discontinued operations | 1 | 5 | ||
Cash provided by (used in) investment activities | (78) | (53) | ||
Financing activities: | ||||
Cash received from borrowings, net of fees | 3 | (7) | ||
Cash used to repay debt | (1) | (1,324) | ||
Cash used to purchase treasury stock | (1) | (3) | ||
Other financing activities | (11) | (13) | ||
Cash provided by (used in) continuing operations | (10) | (1,347) | ||
Cash provided by (used in) discontinued operations | 887 | |||
Cash provided by (used in) financing activities | (10) | (460) | ||
Effect of exchange rate changes on cash | (3) | 1 | ||
Increase (decrease) in cash and cash equivalents | 91 | (392) | ||
Beginning cash and cash equivalents | 447 | 706 | ||
Ending cash and cash equivalents | 538 | 314 | ||
Supplemental information: | ||||
Interest paid | 135 | 166 | ||
Income taxes paid, net of refunds of $12 million and $19 million, respectively | 16 | 23 | ||
Non-cash financing activities: | ||||
Distribution of net assets of SpinCo (See Note 1) | 223 | |||
Receipt of SpinCo Notes in connection with the AS Split-Off (See Note 1) | 425 | |||
Exchange of SpinCo Notes for SDS Notes | 389 | |||
SunGard Data Systems Inc. | ||||
Cash flow from operations: | ||||
Net income (loss) | 61 | (337) | ||
Income (loss) from discontinued operations | 2 | (17) | ||
Income (loss) from continuing operations | 59 | (320) | ||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||
Depreciation and amortization | 98 | 135 | ||
Trade name impairment charge | 339 | |||
Deferred income tax provision (benefit) | (8) | (90) | ||
Stock compensation expense | 23 | 20 | ||
Amortization of deferred financing costs and debt discount | 8 | 10 | ||
Loss on extinguishment of debt | 61 | |||
Other noncash items | (1) | |||
Changes in working capital: | ||||
Accounts receivable and other current assets | 119 | 100 | ||
Accounts payable and accrued expenses | (83) | (111) | ||
Accrued interest | (1) | (5) | ||
Accrued income taxes | 15 | (25) | ||
Deferred revenue | (47) | (28) | ||
Cash flow from (used in) continuing operations | 182 | 86 | ||
Cash flow from (used in) discontinued operations | 34 | |||
Cash flow from (used in) operations | 182 | [1] | 120 | [2] |
Investment activities: | ||||
Cash paid for acquired businesses, net of cash acquired | (25) | |||
Addition to property and equipment, and software | (27) | (31) | ||
Additions to capitalized software | (28) | (27) | ||
Other investing activities | 1 | |||
Cash provided by (used in) continuing operations | (79) | (58) | ||
Cash provided by (used in) discontinued operations | 1 | 5 | ||
Cash provided by (used in) investment activities | (78) | (53) | ||
Financing activities: | ||||
Cash received from borrowings, net of fees | 3 | (7) | ||
Cash used to repay debt | (1) | (1,324) | ||
Other financing activities | (12) | (16) | ||
Cash provided by (used in) continuing operations | (10) | (1,347) | ||
Cash provided by (used in) discontinued operations | 887 | |||
Cash provided by (used in) financing activities | (10) | (460) | ||
Effect of exchange rate changes on cash | (3) | 1 | ||
Increase (decrease) in cash and cash equivalents | 91 | (392) | ||
Beginning cash and cash equivalents | 447 | 706 | [3] | |
Ending cash and cash equivalents | 538 | 314 | ||
Supplemental information: | ||||
Interest paid | 135 | 166 | ||
Income taxes paid, net of refunds of $12 million and $19 million, respectively | $ 16 | 23 | ||
Non-cash financing activities: | ||||
Distribution of net assets of SpinCo (See Note 1) | 227 | |||
Receipt of SpinCo Notes in connection with the AS Split-Off (See Note 1) | 425 | |||
Exchange of SpinCo Notes for SDS Notes | $ 389 | |||
[1] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the six months ended June 30, 2015, the Parent Company allocated approximately $77 million of tax liabilities to its Guarantor Subsidiaries. | |||
[2] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the six months ended June 30, 2014, the Parent Company allocated approximately $96 million of tax liabilities to its Guarantor Subsidiaries. During the three months ended March 31, 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. Therefore, these transactions are not reflected in the Condensed Consolidating Statement of Cash Flows presented above. | |||
[3] | Includes cash of discontinued operations. |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash and cash equivalents, cash of discontinued operations | $ 31 | |
Income taxes paid, net of refunds | $ 19 | 12 |
SunGard Capital Corp. II | ||
Cash and cash equivalents, cash of discontinued operations | 31 | |
Income taxes paid, net of refunds | 19 | 12 |
SunGard Data Systems Inc. | ||
Cash and cash equivalents, cash of discontinued operations | 31 | |
Income taxes paid, net of refunds | $ 19 | $ 12 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation: SunGard (the “Company”), which was formerly named SunGard Capital Corp., is one of the world’s leading software and technology services companies and has two reportable segments: Financial Systems (“FS”) and Public Sector & Education (“PS&E”). The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated. SunGard Data Systems, a wholly-owned subsidiary of SunGard, (“SDS”) was acquired on August 11, 2005 in a leveraged buy-out (the “LBO”) by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the “Sponsors”). SDS is a wholly-owned, direct subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard. All four of these companies were formed for the purpose of facilitating the LBO and are collectively referred to as the “Holding Companies.” SunGard, SCCII and SDS are separate reporting companies and, together with their direct and indirect subsidiaries, are collectively referred to as the “Company.” The Holding Companies have no other operations beyond those of their ownership of SDS. On June 4, 2015, SunGard filed a registration statement on Form S-1 for an initial public offering of common stock. An amended filing was made on July 17, 2015. On March 31, 2014, the Company completed the split-off of its Availability Services (“AS”) business to its existing preferred stockholders, including its private equity owners, on a tax-free and pro-rata basis. As part of that transaction, the assets and liabilities of the AS business were contributed to a new subsidiary, and then SDS transferred all of its ownership interests in that subsidiary to Sungard Availability Services Capital, Inc. (“SpinCo”) in exchange for common stock of SpinCo, approximately $425 million of SpinCo senior notes (“SpinCo Notes”), and $1,005 million of net cash proceeds from the issuance of an AS term loan facility (“SpinCo Term Loan”). Immediately after these transactions, SDS distributed the common stock of SpinCo through SDS’ ownership chain ultimately to SCCII, and then all stockholders of preferred stock of SCCII exchanged a portion of their shares of preferred stock for all of the shares of common stock of SpinCo on a pro-rata basis (together, with the transactions described above, the “AS Split-Off”). The AS business, which was split-off on March 31, 2014, and two small FS businesses, which were sold on January 31, 2014, have been included in our financial results as discontinued operations for all periods presented. The accompanying interim consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Interim financial reporting does not include all of the information and footnotes required by GAAP for annual financial statements. The interim financial information is unaudited, but, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments necessary to provide a fair statement of results for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The Condensed Consolidated Statement of Comprehensive Income (Loss) for the three and six months ended June 30, 2014 has been revised to present stock compensation expense and developer time spent on customer billable professional services projects in the correct functional expense categories. Refer to Note 2 for additional details. All of the previously-issued interim financial statements included in Quarterly Reports on Form 10-Q for 2014 included an error in the Condensed Consolidated Statements of Comprehensive Income (Loss) related to the removal of the cumulative foreign currency translation loss associated with the AS businesses that were split-off on March 31, 2014. The removal of the cumulative foreign currency translation loss was reflected in both the Condensed Consolidated Statements of Comprehensive Income (Loss) and the rollforwards of stockholders’ equity included in the notes to the condensed consolidated financial statements in each of the Quarterly Reports. However, the inclusion of this item in the 2014 Condensed Consolidated Statements of Comprehensive Income (Loss) was not appropriate since it relates to the distribution of the AS businesses to the Company’s owners and should have been excluded from the 2014 Other Comprehensive Income according to GAAP. Management does not believe the error is material to any of the previously-issued financial statements. The table below shows the impact of the correction of this error for the six months ended June 30, 2014. The following table presents the amounts as originally reported and as revised for each of SunGard, SCCII and SDS (in millions): Six Months Ended June 30, 2014 As Reported As Revised Other Comprehensive Income (loss) $ (63 ) $ 19 Comprehensive Income (Loss) (400 ) (318 ) Comprehensive Income (Loss) attributable to SunGard (SunGard only) (490 ) (408 ) Cost of Sales and Direct Operating Cost of sales and direct operating represents the cost of providing the Company’s software and services offerings to customers and excludes depreciation, amortization and the cost of maintenance. Recent Accounting Pronouncements Recently Adopted In April 2014, the Financial Accounting Standards Board (“FASB”) issued Auditing Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” that changes the criteria for reporting a discontinued operation. According to the new guidance, only disposals of a component that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results is a discontinued operation. The new guidance also requires expanded disclosures about discontinued operations and disposals of a significant part of an entity that does not qualify for discontinued operations reporting. ASU 2014-08 was effective beginning January 1, 2015, but only for disposals (or classifications as held for sale) that have not been reported in previously-issued financial statements. ASU 2014-08 will affect how the Company identifies and presents discontinued operations in the consolidated financial statements. Recently Issued In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a comprehensive revenue recognition model and supersedes most current revenue recognition guidance. This new guidance establishes a five step process that companies must use in order to recognize revenue properly. Those five steps are: (i) identifying contract(s) with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract, and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The new ASU will affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. ASU 2014-09 was to be effective for the Company starting in the first quarter of fiscal 2017. However, in July 2015, the FASB voted to defer the effective date of the new revenue standard by one year, and to permit entities to adopt one year earlier if they choose (i.e., the original effective date). ASU 2014-09 allows for two methods of adoption: (a) “full retrospective” adoption, meaning the standard is applied to all periods presented, or (b) “modified retrospective” adoption, meaning the cumulative effect of applying ASU 2014-09 is recognized as an adjustment to the opening retained earnings balance. The Company is in the process of determining the adoption method as well as the effects the adoption of ASU 2014-09 will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” in conjunction with their initiative to reduce complexity in accounting standards. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with presentation of a debt discount. The new standard is limited to the presentation of debt issuance costs and will not affect the recognition and measurement of debt issuance costs. ASU 2015-03 will be effective for the Company for the fiscal year beginning after December 15, 2015 and within those fiscal years with early adoption permitted. The adoption of ASU 2015-03 is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” Under the new standard, customers will apply the same criteria as vendors to determine whether a cloud computing arrangement contains a software license or is solely a service contract. For public companies, the new standard is effective for annual periods, including interim periods, beginning after December 15, 2015. The adoption of ASU 2015-05 is not expected to have a material impact on the Company’s consolidated financial statements. |
Expense Classification
Expense Classification | 6 Months Ended |
Jun. 30, 2015 | |
Operating Expense | |
Change In Accounting Estimate [Line Items] | |
Expense Classification | 2. Expense Classification: Effective December 31, 2014, within the Condensed Consolidated Statements of Comprehensive Income (Loss), the Company revised its presentation of stock compensation expense. Formerly, the Company presented this expense entirely within sales, marketing and administration expense. The Company’s revised presentation allocates these costs to the appropriate functional areas. Further, the Company has revised its presentation of the costs for developer time spent on customer billable professional services projects. Formerly, the Company presented this expense within product development and maintenance expense. The Company’s revised presentation records these amounts to cost of sales and direct operating. There was no impact on total reported costs and expenses for any period as a result of the changes. Management does not believe these revisions are material to the previously issued financial statements. The impact of these items within the functional areas for the three and six months ended June 30, 2014 is as follows (in millions): Three Months Ended June 30, 2014 As reported Revised presentation of stock compensation expense Revised presentation of developer time spent on professional services projects As presented in the statement of comprehensive income (loss) Cost of sales and direct operating (See Note 1) $ 265 $ 2 $ 6 $ 273 Sales, marketing and administration 162 (4 ) - 158 Product development and maintenance 101 2 (6 ) 97 Total functional expenses $ 528 $ - $ - $ 528 Six Months Ended June 30, 2014 As reported Revised presentation of stock compensation expense Revised presentation of developer time spent on professional services projects As presented in the statement of comprehensive income (loss) Cost of sales and direct operating (See Note 1) $ 528 $ 3 $ 11 $ 542 Sales, marketing and administration 332 (6 ) - 326 Product development and maintenance 204 3 (11 ) 196 Total functional expenses $ 1,064 $ - $ - $ 1,064 |
Acquisitions and Discontinued O
Acquisitions and Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions And Discontinued Operations And Disposal Groups [Abstract] | |
Acquisitions and Discontinued Operations | 3. Acquisitions and Discontinued Operations: Acquisitions During March 2015, the Company completed one acquisition in its FS segment, and in June 2015, the Company completed one acquisition in its PS&E segment. Total combined cash paid, net of cash acquired was $25 million. Below is a summary of the combined purchase price allocation (in millions): Six months ended June 30, Acquired businesses: 2015 Software products $ 11 Customer base 6 Goodwill 17 Other Intangible Assets 2 Deferred income taxes (6 ) Net current assets (liabilities) assumed (5 ) Cash paid for acquired businesses $ 25 The acquisitions discussed above for March and June of 2015 were not material to the Company’s operations, financial position, or cash flows. Discontinued Operations On January 31, 2014, the Company completed the sale of two small businesses within the FS segment in exchange for €27 million paid at closing, €9 million to be paid no later than March 2016 (“deferred purchase price”) which is included in trade receivables and €2 million to be paid upon the successful assignment of certain customer contracts. The deferred purchase price is unconditional and is secured by a bank guarantee. During the first quarter of 2015, the Company successfully assigned certain of these customer contracts and recognized a $2 million gain in discontinued operations. Also included in discontinued operations are the results of our former AS business as a result of the AS Split-Off (see Note 1), which was completed on March 31, 2014. These businesses have been included in our financial results as discontinued operations for all periods presented. The results for discontinued operations for the three and six months ended June 30, 2014 and 2015 were as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Revenue $ - $ - $ 338 $ - Operating income (loss) - - (26 ) - Interest expense - - (18 ) - Gain on sale of business - - 23 2 Income (loss) before income taxes - - (21 ) 2 Benefit from income taxes - - 4 - Income (loss) from discontinued operations $ - $ - $ (17 ) $ 2 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 4. Intangible Assets and Goodwill: Goodwill The following table summarizes the changes in goodwill, by segment, for the six months ended June 30, 2015 (in millions): Cost Accumulated impairment FS PS&E Subtotal PS&E Total Balance at December 31, 2014 $ 3,433 $ 544 $ 3,977 $ (217 ) $ 3,760 2015 acquisitions 2 15 17 - 17 Effect of foreign currency translation (32 ) 0 (32 ) - (32 ) Other (1 ) 0 (1 ) - (1 ) Balance at June 30, 2015 $ 3,402 $ 559 $ 3,961 $ (217 ) $ 3,744 A portion of the Company’s goodwill is denominated in currencies other than the U.S. Dollar. Intangible Asset amortization The total expected amortization of acquisition-related intangible assets for years ended December 31 is as follows (in millions): 2015 $ 85 2016 70 2017 61 2018 56 2019 49 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | 5. Accumulated Other Comprehensive Income: The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2015 (in millions): Gains and Losses on Cash Flow Hedges Currency Translation Other Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ (1 ) $ (125 ) $ (6 ) $ (132 ) Other comprehensive loss before reclassifications (10 ) (39 ) - (49 ) Amounts reclassified from accumulated other comprehensive income, net of tax 7 - - 7 Net current-period other comprehensive loss (3 ) (39 ) - (42 ) Balance at June 30, 2015 $ (4 ) $ (164 ) $ (6 ) $ (174 ) The following table summarizes the unrealized gains (losses) on derivative instruments, including the impact of components reclassified into net income from accumulated other comprehensive income, for the three and six months ended June 30, 2014 and 2015 (in millions): Three months ended June 30, Six months ended June 30, Affected Line Item in the Statement of Comprehensive Income (Loss) for Components Other Comprehensive Income (Loss) Components 2014 2015 2014 2015 Reclassified from OCI Unrealized gain (loss) on derivative instruments $ (8 ) $ (1 ) $ (6 ) $ (10 ) Loss (gain) on derivatives reclassified into income: Interest rate contracts 1 2 3 4 Interest expense and amortization of deferred financing fees Forward currency hedges 1 - - 1 Cost of sales and direct operating Total reclassified into income 2 2 3 5 Income tax benefit (expense) 1 - 1 2 Amounts reclassified from accumulated other comprehensive income, net of tax 3 2 4 7 Unrealized gain (loss) on derivative instruments, net of tax $ (5 ) $ 1 $ (2 ) $ (3 ) |
Debt and Derivatives
Debt and Derivatives | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt and Derivatives | 6. Debt and Derivatives: On June 30, 2015, SDS had $593 million of available borrowing capacity and $7 million of outstanding letters of credit under its $600 million revolving credit facility. In addition, there were $4 million of letters of credit outstanding at June 30, 2015 that did not impact availability under the revolving credit facilities. The ability to make dividend payments to SunGard’s equity holders is governed by the covenants in its debt agreements. Without obtaining an amendment to those documents, SunGard’s covenants currently limit such a dividend to a total of $200 million. Debt consisted of the following (in millions): December 31, 2014 June 30, 2015 Senior Secured Credit Facilities: Secured revolving credit facility due March 8, 2018 $ - $ - Tranche C due February 28, 2017, effective interest rate of 4.44% and 4.44% 400 400 Tranche E due March 8, 2020, effective interest rate of 4.31% and 4.31% 1,918 1,918 Total Senior Secured Credit Facilities 2,318 2,318 Senior Notes due 2018 at 7.375% 511 511 Senior Notes due 2020 at 7.625% 700 700 Senior Subordinated Notes due 2019 at 6.625% 1,000 1,000 Secured Accounts Receivable Facility, at 3.16% and 3.19% 140 140 Other - 3 Total debt $ 4,669 $ 4,672 Short-term borrowings and current portion of long-term debt $ - $ 3 Long-term debt 4,669 4,669 Total debt $ 4,669 $ 4,672 Future Maturities At June 30, 2015, the contractual future maturities of debt are as follows (in millions): Contractual Maturities 2015 $ - 2016 3 2017 400 2018 511 2019 1,140 Thereafter 2,618 Total debt $ 4,672 SDS uses interest rate swaps to manage the amount of its floating rate debt in order to reduce its exposure to variable rate interest payments associated with the Amended and Restated Credit Agreement dated as of August 11, 2005, as amended from time to time (“Credit Agreement”). Each swap agreement is designated as a cash flow hedge. SDS pays a stream of fixed interest payments for the term of the swap, and in turn, receives variable interest payments based on LIBOR. At June 30, 2015, one-month and three-month LIBOR were 0.19% and 0.28%, respectively. The net receipt or payment from the interest rate swap agreements is included in the Condensed Consolidated Statements of Comprehensive Income (Loss) as interest expense. The interest rates in the components of the debt table above reflect the impact of the swaps. A summary of the Company’s interest rate swaps at June 30, 2015 follows (in millions): Inception Maturity Notional amount (in millions) Weighted-average Interest rate paid Interest rate received (LIBOR) August-September 2012 February 2017 $ 400 0.69% 1-Month June 2013 June 2019 100 1.86% 3-Month September 2013 June 2019 100 2.26% 3-Month February-March 2014 March 2020 300 2.27% 3-Month Total / Weighted-Average Interest Rate $ 900 1.52% The fair values of the swap agreements at December 31, 2014 were $1 million and $5 million and were included in other assets and other accrued expenses, respectively. The fair value of the swap agreements at June 30, 2015 was $7 million and was included in other accrued expenses. The Company has no ineffectiveness related to its swap agreements. During the next twelve months, the Company expects to reclassify approximately $8 million from accumulated other comprehensive income (loss) into earnings, specifically interest expense and amortization of deferred financing fees, related to the Company’s interest rate swaps based on the borrowing rates at June 30, 2015. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements: Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets and liabilities based on the following fair value hierarchy: · Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that can be accessed at the measurement date; · Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and · Level 3 – Unobservable inputs for the asset or liability. The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2015 (in millions): Fair Value Measures Using Balance Sheet Caption Level 1 Level 2 Level 3 Total Assets Money market funds Cash and cash equivalents $ 55 $ - $ - $ 55 Currency forward contracts Prepaid expenses and other current assets - 2 - 2 Total $ 55 $ 2 $ - $ 57 Liabilities Interest rate swap agreements Other accrued expenses $ - $ 7 $ - $ 7 Currency forward contracts Other accrued expenses - 2 - 2 $ - $ 9 $ - $ 9 The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2014 (in millions): Fair Value Measures Using Balance Sheet Caption Level 1 Level 2 Level 3 Total Assets Money market funds Cash and cash equivalents $ 106 $ - $ - $ 106 Interest rate swap agreements Other assets - 1 - 1 Currency forward contracts Prepaid expenses and other current assets - 3 - 3 Total $ 106 $ 4 $ - $ 110 Liabilities Interest rate swap agreements Other accrued expenses $ - $ 5 $ - $ 5 Currency forward contracts Other accrued expenses - 1 - 1 Total $ - $ 6 $ - $ 6 Money market funds are recognized and measured at fair value in the Company’s financial statements. Fair values of the interest rate swap agreements are calculated using a discounted cash flow model using observable applicable market swap rates and assumptions and are compared to market valuations obtained from brokers. The Company uses currency forward contracts to manage its exposure to fluctuations in costs caused by variations in Indian Rupee (“INR”) exchange rates. These INR forward contracts are designated as cash flow hedges. The fair value of these currency forward contracts is determined using currency exchange market rates, obtained from reliable, independent, third party banks, at the balance sheet date. The fair value of forward contracts is subject to changes in currency exchange rates. The Company has no ineffectiveness related to its use of currency forward contracts in connection with INR cash flow hedges. The Company expects to reclassify in the next twelve months approximately $2 million from other comprehensive income (loss) into earnings related to the Company’s INR forward contracts. The fair value of the trade name is categorized as Level 3, a non-recurring fair value measurement using significant unobservable inputs, and is estimated by discounted cash flows based on projected future revenues. This requires the use of various assumptions including projections of future cash flows, perpetual growth rates and discount rates. During the six months ended June 30, 2014, the Company recorded a $339 million trade name impairment charge. See Notes 1 and 7 of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, to the extent the underlying liability will be settled in cash, approximate carrying values because of the short-term nature of these instruments. Derivative financial instruments are recorded at fair value. The fair value of the Company’s floating rate and fixed rate long-term debt (Level 2) is determined using actual market quotes and benchmark yields received from independent vendors. The following table presents the carrying amount and estimated fair value of the Company’s debt, including the current portion and excluding the interest rate swaps, as of December 31, 2014 and June 30, 2015 (in millions): December 31, 2014 June 30, 2015 Carrying Fair Carrying Fair Value Value Value Value Floating rate debt $ 2,458 $ 2,431 $ 2,458 $ 2,458 Fixed rate debt 2,211 2,286 2,214 2,293 |
Non-controlling Interest
Non-controlling Interest | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interest | 8. Non-controlling Interest: A rollforward of SunGard’s non-controlling interest for the six months ended June 30, 2015 is as follows (in millions): Non-controlling interest Temporary equity Permanent equity Total Balances at December 31, 2014 $ 37 $ 1,490 $ 1,527 Net income 2 85 87 Purchase of treasury stock - (1 ) (1 ) Transfer intrinsic value of vested restricted stock units to temporary equity 6 - 6 Cancellation of put options due to employee terminations (5 ) 2 (3 ) Balances at June 30, 2015 $ 40 $ 1,576 $ 1,616 A rollforward of SunGard’s non-controlling interest for the six months ended June 30, 2014 follows (in millions): Non-controlling interest Temporary equity Permanent equity Total Balances at December 31, 2013 $ 42 $ 1,741 $ 1,783 Net income - 90 90 Purchase of treasury stock - (2 ) (2 ) Impact of exchange of SpinCo common stock for SCCII preferred stock (1 ) (428 ) (429 ) Impact of modification of SunGard Awards (4 ) - (4 ) Impact of modification of SpinCo Awards (6 ) - (6 ) Transfer intrinsic value of vested restricted stock units to temporary equity 7 - 7 Cancellation of put options due to employee terminations (6 ) 5 (1 ) Balances at June 30, 2014 $ 32 $ 1,406 $ 1,438 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | 9. Earnings (Loss) per Share: Earnings (loss) per share for SunGard is calculated using the two-class method, which is an earnings allocation formula that determines earnings (loss) per share for the holders of the Company’s Class A common stock and the holders of Class L common stock, as if all earnings for the period were distributed pursuant to their contractual right to receive dividends. Class L common stock is legally designated as common stock, but is entitled to a preferential return equal to the sum of (i) an $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 13.5% per annum (compounded quarterly). After this amount has been distributed, the Class L participates in all distributions on a pro-rata basis with the Class A. The numerator in calculating Class L basic and diluted income per share is an amount equal to the 13.5% preferential return for the reporting period. The preferential 13.5% rate of return for the Class L common stock is computed by multiplying the initial $81 per share liquidation preference by the stated preferential return of 13.5%, compounded quarterly from the LBO to the current balance sheet date of June 30, 2015. The numerator in calculating Class A basic earnings (loss) per share is Net income (loss) attributable to SunGard, less an amount equal to the 13.5% preferential return for the reporting period. In determining the net income (loss) attributable to Class A stockholders for purposes of computing diluted earnings (loss) per share, the Company increased the loss to reflect the preference amount for dilutive Class L shares. The basic and diluted earnings (loss) per share attributable to Class A stockholders is presented for both continuing and discontinued operations for all periods. Reconciliations of the numerators and denominators used in the computation of basic and diluted earnings (loss) per common share are as follows (in millions, except per share amounts): Three Months ended June 30, Six Months ended June 30, 2014 2015 2014 2015 Numerators: Net income (loss) attributable to SunGard $ (37 ) $ (11 ) $ (427 ) $ (26 ) Income (loss) from discontinued operations, net of tax - - (17 ) 2 Income (loss) from continuing operations attributable to SunGard (37 ) (11 ) (410 ) (28 ) Less: Additional income attributable to the non-controlling interest for vested unissued shares - 1 (2 ) - Less: Preference amount for Class L outstanding and vested unissued shares (255 ) (292 ) (491 ) (562 ) Numerator for basic earnings (loss) per share - Income available to Class A stockholders from continuing operations $ (292 ) $ (302 ) $ (903 ) $ (590 ) Less: Additional income attributable to the non-controlling interest for options and unvested restricted stock units (1 ) (1 ) - (2 ) Less: Preference amount for Class L options and unvested Class L shares included in restricted stock units (5 ) (9 ) - (14 ) Numerator for diluted earnings (loss) per share - Income available to Class A stockholders from continuing operations $ (298 ) $ (312 ) $ (903 ) $ (606 ) Denominators: Class A common stock: Weighted average number of shares - basic 261 262 261 262 Effect of potentially dilutive Class A shares 5 8 - 6 Weighted average number of shares - diluted 266 270 261 268 Class L common stock: Weighted average number of shares - basic 29 29 29 29 Effect of potentially dilutive Class L shares 1 1 - 1 Weighted average number of shares - diluted 30 30 29 30 Earnings (loss) per share: Net income (loss) per share - basic: Class L stockholders $ 8.80 $ 10.04 $ 16.93 $ 19.34 Class A stockholders - continuing operations (1.12 ) (1.15 ) (3.46 ) (2.25 ) Class A stockholders - discontinued operations - - (0.06 ) 0.01 Class A stockholders - total $ (1.12 ) $ (1.15 ) $ (3.53 ) $ (2.24 ) Net income (loss) per share - diluted: Class L stockholders $ 8.80 $ 10.04 $ 16.93 $ 19.34 Class A stockholders - continuing operations (1.12 ) (1.16 ) (3.46 ) (2.26 ) Class A stockholders - discontinued operations - - (0.06 ) 0.01 Class A stockholders - total $ (1.12 ) $ (1.16 ) $ (3.53 ) $ (2.25 ) The Company included $9 million in the calculation of diluted earnings per share for Class L stockholders for the six months ended June 30, 2014 related to the preference amount for dilutive Class L options and Class L shares included in restricted stock units. This amount is excluded from the calculation of diluted earnings (loss) per share for Class A stockholders for the same period as the effect would be anti-dilutive. The following potential common shares (in millions) were excluded from the calculation of earnings (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months ended June 30, Six Months ended June 30, 2014 2015 2014 2015 Denominators: Class A common stock: Restricted stock units 8 7 9 7 Stock options 14 12 18 12 Stock appreciation rights 7 6 7 6 Class L common stock: Restricted stock units 1 1 1 1 Stock options 1 1 1 1 Stock appreciation rights 1 1 1 1 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes: The effective income tax rates for the three month periods ended June 30, 2015 and 2014 were 13% and 32%, respectively. The Company’s effective tax rate reflects changes in the mix of income or losses in jurisdictions with a wide range of tax rates, permanent differences between GAAP and local tax laws, the impact of valuation allowances, unrecognized tax benefits, and the timing of recording discrete items. For the three months ended June 30, 2015, the provision for income taxes includes a benefit of $10 million recorded as a discrete item for the reversal of a portion of the Company’s reserve for uncertain tax positions, triggered by a favorable decision received by the Company from an appellate body on a matter between the Company and a state taxing authority during the period. Also for the period, the Company continued to generate losses in France which exceed the scheduled reversal of deferred tax liabilities. As a result, no benefit has been recorded for these losses for the three months ended June 30, 2015. The effective income tax rates for the six month periods ended June 30, 2015 and 2014 were 28% and 24%, respectively. The Company’s effective tax rate reflects changes in the mix of income or losses in jurisdictions with a wide range of tax rates, permanent differences between GAAP and local tax laws, the impact of valuation allowances, unrecognized tax benefits, and the timing of recording discrete items. For the six months ended June 30, 2015, the provision for income taxes includes a benefit of $10 million recorded as a discrete item for the reversal of a portion of the Company’s reserve for uncertain tax positions, triggered by a favorable decision received by the Company from an appellate body on a matter between the Company and a state taxing authority during the period. Also for the period, the Company continued to generate losses in France which exceed the scheduled reversal of deferred tax liabilities. As a result, no benefit has been recorded for these losses for the six months ended June 30, 2015. For the six months ended June 30, 2014, the benefit for income taxes includes a benefit of $138 million recorded as a discrete item related to the impairment of the trade name, an expense of $46 million recorded as a discrete item due to changes in certain state deferred tax rates, primarily driven by the change in the legal entity ownership of the trade name caused by the AS Split-Off, and an expense of $9 million recorded as a discrete item to increase the valuation allowance on state net operating losses driven by the change in management’s judgment of their realizability due to the AS Split-Off. In evaluating the realizability of deferred tax assets, management considered the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment. Changes in the mix of income, losses in particular jurisdictions or the total amount of income for 2015 may significantly impact the estimated effective income tax rate for the year. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 11. Segment Information: The Company’s measure of segment profit or loss is Adjusted EBITDA. Management believes Adjusted EBITDA is an effective tool to measure the Company’s operating performance since it excludes non-cash items, including depreciation (which includes amortization of capitalized software), amortization of acquisition-related intangible assets, trade name and goodwill impairment charges and stock compensation expense, and certain variable charges including severance and facility closure costs, management fees paid to the Sponsors and certain other costs. Management uses Adjusted EBITDA extensively to measure the financial performance of the Company and its reportable segments, and also to report the Company’s results to its board of directors. The Company uses a similar measure, as defined in SDS’s Credit Agreement, for purposes of computing its debt covenants. The operating results apply to each of SunGard, SCCII and SDS unless otherwise noted. The operating results for the three and six months ended June 30, 2015 and 2014 for each segment follow (in millions): Three Months Ended June 30, 2015 FS PS&E Sum of segments Corporate (1) Total Software $ 227 $ 35 $ 262 $ - $ 262 SaaS and cloud 260 10 270 - 270 Services 144 11 155 - 155 Total revenue $ 631 $ 56 $ 687 $ - $ 687 Adjusted EBITDA $ 173 $ 17 $ 190 $ (12 ) $ 178 Depreciation (2) 24 3 27 - 27 Amortization of acquisition-related intangible assets 20 1 21 - 21 Capital expenditures 24 3 27 - 27 Three Months Ended June 30, 2014 FS PS&E Sum of segments Corporate (1) Total Software $ 222 $ 35 $ 257 $ - $ 257 SaaS and cloud 256 9 265 - 265 Services 140 11 151 - 151 Total revenue $ 618 $ 55 $ 673 $ - $ 673 Adjusted EBITDA $ 154 $ 17 $ 171 $ (12 ) $ 159 Depreciation (2) 24 2 26 1 27 Amortization of acquisition-related intangible assets 38 2 40 1 41 Capital expenditures 27 3 30 - 30 Six Months Ended June 30, 2015 FS PS&E Sum of segments Corporate (1) Total Software $ 445 $ 69 $ 514 $ - $ 514 SaaS and cloud 528 19 547 - 547 Services 275 22 297 - 297 Total revenue $ 1,248 $ 110 $ 1,358 $ - $ 1,358 Adjusted EBITDA $ 347 $ 33 $ 380 $ (27 ) $ 353 Depreciation (2) 50 5 55 1 56 Amortization of acquisition-related intangible assets 40 2 42 - 42 Capital expenditures 46 7 53 2 55 Six Months Ended June 30, 2014 FS PS&E Sum of segments Corporate (1) Total Software $ 439 $ 69 $ 508 $ - $ 508 SaaS and cloud 515 18 533 - 533 Services 264 21 285 - 285 Total revenue $ 1,218 $ 108 $ 1,326 $ - $ 1,326 Adjusted EBITDA $ 293 $ 33 $ 326 $ (22 ) $ 304 Depreciation (2) 46 4 50 1 51 Amortization of acquisition-related intangible assets 79 4 83 1 84 Capital expenditures 53 5 58 - 58 (1) Reconciliation of consolidated Adjusted EBITDA to income (loss) from continuing operations before income taxes: Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Adjusted EBITDA (including corporate) $ 159 $ 178 $ 304 $ 353 Depreciation (2) (27 ) (27 ) (51 ) (56 ) Amortization of acquisition-related intangible assets (41 ) (21 ) (84 ) (42 ) Trade name impairment - - (339 ) - Severance and facility closure costs (2 ) (2 ) (7 ) (4 ) Stock compensation expense (11 ) (13 ) (20 ) (23 ) Management fees (1 ) (2 ) (3 ) (4 ) Other costs (included in operating income) - (5 ) (12 ) (1 ) Interest expense, net (72 ) (70 ) (146 ) (141 ) Loss on extinguishment of debt - - (61 ) - Other income (expense) - 1 - 1 Income (loss) from continuing operations before income taxes $ 5 $ 39 $ (419 ) $ 83 (2) |
Employee Termination Benefits a
Employee Termination Benefits and Facility Closures | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring And Related Activities [Abstract] | |
Employee Termination Benefits and Facility Closures | 12. Employee Termination Benefits and Facility Closures: The following table provides a rollforward of the liability balances for workforce reductions and facility closures for the six months ended June 30, 2015 (in millions): Workforce-related Facilities Total Balance at December 31, 2014 $ 12 $ 13 $ 25 Expense related to 2015 actions 7 0 7 Paid (10 ) (3 ) (13 ) Other adjustments (3 ) - (3 ) Balance at June 30, 2015 $ 6 $ 10 $ 16 The majority of the workforce-related actions are expected to be completed over the next 12 months. The facilities accruals are for ongoing obligations to pay rent for vacant space and are net of sublease reserves. The lengths of these obligations vary by lease with the majority ending in 2019. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions: Sponsor Transactions In accordance with the Management Agreement between the Company and affiliates of the Sponsors, the Company recorded $2 million of management fees in sales, marketing and administration expenses for each of the three month periods ended June 30, 2014 and 2015. The Company recorded $4 million of management fees in sales, marketing and administration expenses for each of the six month periods ended June 30, 2014 and 2015. In the six months ended June 30, 2014, the Company recorded approximately $1 million of management fees in income (loss) from discontinued operations. At December 31, 2014 and June 30, 2015, the Company had accrued management fees included in other accrued expenses of $3 million and $2 million, respectively. For the six months ended June 30, 2014, Goldman Sachs & Co. and/or its respective affiliates, received less than $1 million in connection with amendments to SDS’s Credit Agreement. In addition to the amounts above, on March 31, 2014 the Company recorded $15 million of management fees, which is included in income (loss) from discontinued operations, as provided in the Management Agreement for services rendered in connection with the issuance of the $1.025 billion SpinCo Term Loan and $425 million of SpinCo Notes. Also during the first quarter of 2014, the Company recorded $1 million of management fees which is included in income (loss) from discontinued operations resulting from the sale of two FS businesses. AS Transactions In connection with the Global Master Services Agreement (“GMSA”) with AS, the Company incurred expenses of $9 million for services provided under the GMSA, most of which are included in cost of sales and direct operating, in the condensed consolidated statement of comprehensive income (loss) for each of the three months ended June 30, 2014 and 2015, respectively. The Company incurred expenses of $18 million for services provided under the GMSA, most of which are included in cost of sales and direct operating, in the condensed consolidated statement of comprehensive income (loss) for the six months ended June 30, 2015. At June 30, 2015, the Company had recorded approximately $3 million of accounts payable due to AS under the GMSA. The Company has incurred a total of $42 million to date under the GMSA, and has a remaining commitment, which expires on March 31, 2016, of approximately $24 million. In addition, for each of the three months ended June 30, 2014 and 2015, AS purchased certain data center outsourcing services and treasury products from FS, for which FS recognized revenue of approximately $1 million. Also, during the six months ended June 30, 2015, AS purchased certain data center outsourcing services and treasury products from FS, for which FS recognized revenue of approximately $1 million. At June 30, 2015, the Company had recorded approximately $1 million of accounts receivable related to certain data center outsourcing and treasury products provided to AS. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies: The Company is presently a party to certain lawsuits arising in the ordinary course of its business. In the opinion of management, none of its current legal proceedings are expected to have a material impact on the Company’s business or financial results. The Company’s customer contracts generally include typical indemnification of customers, primarily for intellectual property infringement claims. Liabilities in connection with such obligations have not been material. The Company has had patent infringement lawsuits filed against it or certain of its customers claiming that certain of its products infringe the intellectual property rights of others. Adverse results in these lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or limitations on the Company’s ability to offer certain features, functionalities, products, or services, and may also cause the Company to change its business practices, and require development of non-infringing products or technologies, which could result in a loss of revenues and otherwise harm the Company’s business. Also, certain agreements with previously owned businesses of the Company require indemnification to the new owners for certain matters as part of the sale of those businesses. At June 30, 2015, the Company does not have any significant accruals related to patent indemnification or infringement claims. The Company evaluates, on a regular basis, developments in its legal matters. The Company records a provision for a liability when it believes that it is both probable that a liability has been incurred, and the amount can be reasonably estimated. With respect to any current legal proceedings or claims pending against the Company for which it has not made an accrual, but for which it is reasonably possible that a loss may occur, the Company is unable to estimate a range of loss due to various reasons, including, among others: (1) that the proceedings are in early stages, (2) that there is uncertainty as to the outcome of pending appeals, motions, or settlements, (3) that there are significant factual issues to be resolved, and (4) that there are novel legal issues presented. Such legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company’s control. Based on current knowledge, the Company believes that the final outcome of the matters discussed above will not, individually or in the aggregate, have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. While the Company intends to vigorously defend these matters, in light of the uncertainties involved in such matters, there exists the possibility of adverse outcomes, and the final outcome of a particular matter could have a material adverse effect on results of operations or cash flows in a particular period. The Company has recorded a reserve for unrecognized tax benefits and related accrued interest for certain matters. Also, the Company is under examination in various federal, state and local and foreign jurisdictions related to income and non-income tax matters. Based on current knowledge, the Company believes that resolution of these matters, giving recognition to the reserve for unrecognized tax benefits, will not have a materially adverse impact on its business, consolidated financial position, results of operations or cash flows. The State of Delaware, Department of Finance, Division of Revenue (Unclaimed Property) and nine other states are currently conducting a joint examination of the books and records of certain wholly owned subsidiaries of the Company to determine compliance with the unclaimed property laws. Additionally, the Company has entered into voluntary disclosure agreements to address the potential unclaimed property exposure for certain entities not included in the scope of the ongoing unclaimed property examination. The potential exposure related to the examination and the voluntary disclosure programs is not currently determinable. |
Supplemental Guarantor Condense
Supplemental Guarantor Condensed Consolidating Financial Statements | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Supplemental Guarantor Condensed Consolidating Financial Statements | 15. Supplemental Guarantor Condensed Consolidating Financial Statements: SDS’ senior unsecured notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis and the senior subordinated notes are jointly and severally, fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly-owned domestic subsidiaries of SDS (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by SDS. None of the other subsidiaries of SDS, either direct or indirect, nor any of the Holding Companies, guarantee the senior notes and senior subordinated notes (“Non-Guarantors”). The Guarantors and SunGard Holdco LLC also unconditionally guarantee the senior secured credit facilities. The Guarantors are subject to release under certain circumstances as described below. The indentures evidencing the guarantees provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including upon the earliest to occur of: The sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets; Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants; Release or discharge of the Guarantor’s guarantee of certain other indebtedness; or Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied. As a result of the AS Split-Off, all U.S. subsidiaries of AS were removed as guarantors as of March 31, 2014. The following tables present the financial position, results of operations and cash flows of SDS (referred to as “Parent Company” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations as of December 31, 2014 and June 30, 2015, and for the three and six month periods ended June 30, 2014 and 2015, to arrive at the information for SDS on a consolidated basis. SunGard and SCCII are neither parties to nor guarantors of the debt issued as described in Note 5 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for 2014. Supplemental Condensed Consolidating Balance Sheet (in millions) December 31, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current: Cash and cash equivalents $ 202 $ 1 $ 244 $ - $ 447 Intercompany balances - 3,049 500 (3,549 ) - Trade receivables, net 1 446 (a) 239 - 686 Prepaid expenses, taxes and other current assets 32 43 39 (2 ) 112 Total current assets 235 3,539 1,022 (3,551 ) 1,245 Property and equipment, net - 94 58 - 152 Intangible assets, net 68 348 262 - 678 Trade name - 672 - - 672 Deferred income taxes 69 - - (69 ) - Intercompany balances 194 8 154 (356 ) - Goodwill - 3,099 661 - 3,760 Investment in subsidiaries 8,039 1,366 - (9,405 ) - Total Assets $ 8,605 $ 9,126 $ 2,157 $ (13,381 ) $ 6,507 Liabilities and Equity Current: Short-term and current portion of long-term debt $ - $ - $ - $ - $ - Intercompany balances 3,549 - - (3,549 ) - Accounts payable and other current liabilities 59 510 427 (2 ) 994 Total current liabilities 3,608 510 427 (3,551 ) 994 Long-term debt 4,529 - 140 - 4,669 Intercompany debt 162 - 194 (356 ) - Deferred and other income taxes 101 559 17 (69 ) 608 Other liabilities - 18 13 - 31 Total liabilities 8,400 1,087 791 (3,976 ) 6,302 Total equity 205 8,039 1,366 (9,405 ) 205 Total Liabilities and Equity $ 8,605 $ 9,126 $ 2,157 $ (13,381 ) $ 6,507 (a) This balance is primarily comprised of a receivable from the Company’s accounts receivable financing subsidiary, which is a non-guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. Supplemental Condensed Consolidating Balance Sheet (in millions) June 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current: Cash and cash equivalents $ 254 $ (5 ) $ 289 $ - $ 538 Intercompany balances - 3,289 472 (3,761 ) - Trade receivables, net - 407 (a) 154 - 561 Prepaid expenses, taxes and other current assets 18 49 45 (8 ) 104 Total current assets 272 3,740 960 (3,769 ) 1,203 Property and equipment, net 1 97 51 - 149 Intangible assets, net 60 330 243 - 633 Trade name - 672 - - 672 Deferred income taxes 74 - - (74 ) - Intercompany balances 178 6 155 (339 ) - Goodwill - 3,112 632 - 3,744 Investment in subsidiaries 8,266 1,353 - (9,619 ) - Total Assets $ 8,851 $ 9,310 $ 2,041 $ (13,801 ) $ 6,401 Liabilities and Stockholders' Equity Current: Short-term and current portion of long-term debt $ - $ - $ 3 $ - $ 3 Intercompany balances 3,761 - - (3,761 ) - Accounts payable and other current liabilities 70 474 336 (8 ) 872 Total current liabilities 3,831 474 339 (3,769 ) 875 Long-term debt 4,529 - 140 - 4,669 Intercompany debt 161 - 178 (339 ) - Deferred and other income taxes 95 555 20 (74 ) 596 Other liabilities - 15 11 - 26 Total liabilities 8,616 1,044 688 (4,182 ) 6,166 Total stockholders' equity 235 8,266 1,353 (9,619 ) 235 Total Liabilities and Stockholders' Equity $ 8,851 $ 9,310 $ 2,041 $ (13,801 ) $ 6,401 (a) This balance is primarily comprised of a receivable from the Company’s accounts receivable financing subsidiary, which is a non-guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Three Months Ended June 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 479 $ 316 $ (122 ) $ 673 Costs and expenses 23 422 273 (122 ) 596 Operating income (loss) (23 ) 57 43 - 77 Net interest income (expense) (67 ) - (5 ) - (72 ) Net earnings (losses) of equity affiliates 65 29 - (94 ) - Income (loss) from continuing operations before income taxes (25 ) 86 38 (94 ) 5 Benefit from (provision for) income taxes 28 (21 ) (9 ) - (2 ) Income (loss) from continuing operations 3 65 29 (94 ) 3 Income (loss) from discontinued operations, net of tax - - - - - Net income (loss) $ 3 $ 65 $ 29 $ (94 ) $ 3 Comprehensive income (loss) $ (3 ) $ 68 $ 32 $ (100 ) $ (3 ) Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Three Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 497 $ 291 $ (101 ) $ 687 Costs and expenses 25 393 262 (101 ) 579 Operating income (loss) (25 ) 104 29 - 108 Net interest income (expense) (67 ) - (3 ) - (70 ) Net earnings (losses) of equity affiliates 89 17 - (106 ) - Other income (expense) - - 1 - 1 Income (loss) from continuing operations before income taxes (3 ) 121 27 (106 ) 39 Benefit from (provision for) income taxes 36 (32 ) (10 ) - (6 ) Income (loss) from continuing operations 33 89 17 (106 ) 33 Income (loss) from discontinued operations, net of tax - - - - - Net income (loss) $ 33 $ 89 $ 17 $ (106 ) $ 33 Comprehensive income (loss) $ 62 $ 112 $ 40 $ (152 ) $ 62 Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Six Months Ended June 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 950 $ 584 $ (208 ) $ 1,326 Costs and expenses 48 1,162 536 (208 ) 1,538 Operating income (loss) (48 ) (212 ) 48 - (212 ) Net interest income (expense) (136 ) - (10 ) - (146 ) Net earnings (losses) of equity affiliates (133 ) 36 - 97 - Other income (expense) (61 ) - - - (61 ) Income (loss) from continuing operations before income taxes (378 ) (176 ) 38 97 (419 ) Benefit from (provision for) income taxes 68 42 (11 ) - 99 Income (loss) from continuing operations (310 ) (134 ) 27 97 (320 ) Income (loss) from discontinued operations, net of tax (27 ) 1 9 - (17 ) Net income (loss) $ (337 ) $ (133 ) $ 36 $ 97 $ (337 ) Comprehensive income (loss) $ (318 ) $ (158 ) $ 58 $ 100 $ (318 ) All of the previously-issued interim financial statements included in Quarterly Reports on Form 10-Q for 2014 included an error in the Condensed Consolidated Statements of Comprehensive Income (Loss) related to the removal of the cumulative foreign currency translation loss associated with the AS businesses that were split-off on March 31, 2014. The removal of the cumulative foreign currency translation loss was reflected in the 2014 Supplemental Condensed Consolidated Schedule of Comprehensive Income (Loss). However, the inclusion of this item was not appropriate since it relates to the distribution of the AS businesses to the Company’s owners and should have been excluded from the 2014 Other Comprehensive Income according to GAAP. Management does not believe the error is material to any of the previously-issued financial statements. The table below shows the impact of the correction of this error for the six months ended June 30, 2014 (in millions). Six Months Ended June 30, 2014 As Reported As Revised Comprehensive Income - Parent $ (400 ) $ (318 ) Comprehensive Income - Guarantor (191 ) (158 ) Comprehensive Income - Non-Guarantor 9 58 Comprehensive Income - Eliminations 182 100 Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Six Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 980 $ 570 $ (192 ) $ 1,358 Costs and expenses 48 762 517 (192 ) 1,135 Operating income (loss) (48 ) 218 53 - 223 Net interest income (expense) (134 ) - (7 ) - (141 ) Net earnings (losses) of equity affiliates 180 31 - (211 ) - Other income (expense) - - 1 - 1 Income (loss) from continuing operations before income taxes (2 ) 249 47 (211 ) 83 Benefit from (provision for) income taxes 63 (69 ) (18 ) - (24 ) Income (loss) from continuing operations 61 180 29 (211 ) 59 Income (loss) from discontinued operations, net of tax - - 2 - 2 Net income (loss) $ 61 $ 180 $ 31 $ (211 ) $ 61 Comprehensive income (loss) $ 19 $ 156 $ 8 $ (164 ) $ 19 Supplemental Condensed Consolidating Schedule of Cash Flows (in millions) Six Months Ended June 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flow from operations: Net income (loss) $ (337 ) $ (133 ) $ 36 $ 97 $ (337 ) Income (loss) from discontinued operations (27 ) 1 9 - (17 ) Income (loss) from continuing operations (310 ) (134 ) 27 97 (320 ) Non cash adjustments 238 291 43 (97 ) 475 Changes in operating assets and liabilities (98 ) 46 (17 ) - (69 ) Cash flow from (used in) continuing operations (170 ) 203 53 - 86 Cash flow from (used in) discontinued operations (43 ) 52 25 - 34 Cash flow from (used in) operations (a) (213 ) 255 78 - 120 Investment activities: Intercompany transactions 85 (75 ) 38 (48 ) - Cash paid for property and equipment and software (1 ) (36 ) (21 ) - (58 ) Cash provided by (used in) continuing operations 84 (111 ) 17 (48 ) (58 ) Cash provided by (used in) discontinued operations 1,041 (41 ) (995 ) - 5 Cash provided by (used in) investment activities 1,125 (152 ) (978 ) (48 ) (53 ) Financing activities: Intercompany dividends - (24 ) (24 ) 48 - Net repayments of long-term debt (1,269 ) - (62 ) - (1,331 ) Other financing activities (16 ) - - - (16 ) Cash provided by (used in) continuing operations (1,285 ) (24 ) (86 ) 48 (1,347 ) Cash provided by (used in) discontinued operations - (80 ) 967 - 887 Cash provided by (used in) financing activities (1,285 ) (104 ) 881 48 (460 ) Effect of exchange rate changes on cash - - 1 - 1 Increase (decrease) in cash and cash equivalents (373 ) (1 ) (18 ) - (392 ) Beginning cash and cash equivalents (b) 403 2 301 - 706 Ending cash and cash equivalents $ 30 $ 1 $ 283 $ - $ 314 (a) Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the six months ended June 30, 2014, the Parent Company allocated approximately $96 million of tax liabilities to its Guarantor Subsidiaries. During the three months ended March 31, 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. Therefore, these transactions are not reflected in the Condensed Consolidating Statement of Cash Flows presented above. (b) Includes cash of discontinued operations. Supplemental Condensed Consolidating Schedule of Cash Flows (in millions) Six Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flow from operations: Net income (loss) $ 61 $ 180 $ 31 $ (211 ) $ 61 Income (loss) from discontinued operations - - 2 - 2 Income (loss) from continuing operations 61 180 29 (211 ) 59 Non cash adjustments (153 ) 24 38 211 120 Changes in operating assets and liabilities (56 ) 64 (5 ) - 3 Cash flow from (used in) continuing operations (148 ) 268 62 - 182 Cash flow from (used in) discontinued operations - - - - - Cash flow from (used in) operations (a) (148 ) 268 62 - 182 Investment activities: Intercompany transactions 214 (195 ) 23 (42 ) - Cash paid for acquired businesses, net of cash acquired - (21 ) (4 ) - (25 ) Cash paid for property and equipment and software (2 ) (37 ) (16 ) - (55 ) Other investing activities - - 1 - 1 Cash provided by (used in) continuing operations 212 (253 ) 4 (42 ) (79 ) Cash provided by (used in) discontinued operations - - 1 - 1 Cash provided by (used in) investment activities 212 (253 ) 5 (42 ) (78 ) Financing activities: Intercompany dividends - (21 ) (21 ) 42 - Net repayments of long-term debt - - 2 - 2 Other financing activities (12 ) - - - (12 ) Cash provided by (used in) continuing operations (12 ) (21 ) (19 ) 42 (10 ) Cash provided by (used in) discontinued operations - - - - - Cash provided by (used in) financing activities (12 ) (21 ) (19 ) 42 (10 ) Effect of exchange rate changes on cash - - (3 ) - (3 ) Increase (decrease) in cash and cash equivalents 52 (6 ) 45 - 91 Beginning cash and cash equivalents 202 1 244 - 447 Ending cash and cash equivalents $ 254 $ (5 ) $ 289 $ - $ 538 (a) Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the six months ended June 30, 2015, the Parent Company allocated approximately $77 million of tax liabilities to its Guarantor Subsidiaries. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Cost of Sales and Direct Operating | Cost of Sales and Direct Operating Cost of sales and direct operating represents the cost of providing the Company’s software and services offerings to customers and excludes depreciation, amortization and the cost of maintenance. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted In April 2014, the Financial Accounting Standards Board (“FASB”) issued Auditing Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” that changes the criteria for reporting a discontinued operation. According to the new guidance, only disposals of a component that represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results is a discontinued operation. The new guidance also requires expanded disclosures about discontinued operations and disposals of a significant part of an entity that does not qualify for discontinued operations reporting. ASU 2014-08 was effective beginning January 1, 2015, but only for disposals (or classifications as held for sale) that have not been reported in previously-issued financial statements. ASU 2014-08 will affect how the Company identifies and presents discontinued operations in the consolidated financial statements. Recently Issued In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which outlines a comprehensive revenue recognition model and supersedes most current revenue recognition guidance. This new guidance establishes a five step process that companies must use in order to recognize revenue properly. Those five steps are: (i) identifying contract(s) with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations in the contract, and (v) recognizing revenue when (or as) the entity satisfies a performance obligation. The new ASU will affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. ASU 2014-09 was to be effective for the Company starting in the first quarter of fiscal 2017. However, in July 2015, the FASB voted to defer the effective date of the new revenue standard by one year, and to permit entities to adopt one year earlier if they choose (i.e., the original effective date). ASU 2014-09 allows for two methods of adoption: (a) “full retrospective” adoption, meaning the standard is applied to all periods presented, or (b) “modified retrospective” adoption, meaning the cumulative effect of applying ASU 2014-09 is recognized as an adjustment to the opening retained earnings balance. The Company is in the process of determining the adoption method as well as the effects the adoption of ASU 2014-09 will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” in conjunction with their initiative to reduce complexity in accounting standards. This new guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with presentation of a debt discount. The new standard is limited to the presentation of debt issuance costs and will not affect the recognition and measurement of debt issuance costs. ASU 2015-03 will be effective for the Company for the fiscal year beginning after December 15, 2015 and within those fiscal years with early adoption permitted. The adoption of ASU 2015-03 is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” Under the new standard, customers will apply the same criteria as vendors to determine whether a cloud computing arrangement contains a software license or is solely a service contract. For public companies, the new standard is effective for annual periods, including interim periods, beginning after December 15, 2015. The adoption of ASU 2015-05 is not expected to have a material impact on the Company’s consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Amounts as Originally Reported and as Revised for each of SunGard, SCCII and SDS | The following table presents the amounts as originally reported and as revised for each of SunGard, SCCII and SDS (in millions): Six Months Ended June 30, 2014 As Reported As Revised Other Comprehensive Income (loss) $ (63 ) $ 19 Comprehensive Income (Loss) (400 ) (318 ) Comprehensive Income (Loss) attributable to SunGard (SunGard only) (490 ) (408 ) |
Expense Classification (Tables)
Expense Classification (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
Functional Expense Areas | The impact of these items within the functional areas for the three and six months ended June 30, 2014 is as follows (in millions): Three Months Ended June 30, 2014 As reported Revised presentation of stock compensation expense Revised presentation of developer time spent on professional services projects As presented in the statement of comprehensive income (loss) Cost of sales and direct operating (See Note 1) $ 265 $ 2 $ 6 $ 273 Sales, marketing and administration 162 (4 ) - 158 Product development and maintenance 101 2 (6 ) 97 Total functional expenses $ 528 $ - $ - $ 528 Six Months Ended June 30, 2014 As reported Revised presentation of stock compensation expense Revised presentation of developer time spent on professional services projects As presented in the statement of comprehensive income (loss) Cost of sales and direct operating (See Note 1) $ 528 $ 3 $ 11 $ 542 Sales, marketing and administration 332 (6 ) - 326 Product development and maintenance 204 3 (11 ) 196 Total functional expenses $ 1,064 $ - $ - $ 1,064 |
Acquisitions and Discontinued26
Acquisitions and Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions And Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Combined Purchase Price Allocation | Total combined cash paid, net of cash acquired was $25 million. Below is a summary of the combined purchase price allocation (in millions): Six months ended June 30, Acquired businesses: 2015 Software products $ 11 Customer base 6 Goodwill 17 Other Intangible Assets 2 Deferred income taxes (6 ) Net current assets (liabilities) assumed (5 ) Cash paid for acquired businesses $ 25 |
Results For Discontinued Operations | The results for discontinued operations for the three and six months ended June 30, 2014 and 2015 were as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Revenue $ - $ - $ 338 $ - Operating income (loss) - - (26 ) - Interest expense - - (18 ) - Gain on sale of business - - 23 2 Income (loss) before income taxes - - (21 ) 2 Benefit from income taxes - - 4 - Income (loss) from discontinued operations $ - $ - $ (17 ) $ 2 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill by Reportable Segment | The following table summarizes the changes in goodwill, by segment, for the six months ended June 30, 2015 (in millions): Cost Accumulated impairment FS PS&E Subtotal PS&E Total Balance at December 31, 2014 $ 3,433 $ 544 $ 3,977 $ (217 ) $ 3,760 2015 acquisitions 2 15 17 - 17 Effect of foreign currency translation (32 ) 0 (32 ) - (32 ) Other (1 ) 0 (1 ) - (1 ) Balance at June 30, 2015 $ 3,402 $ 559 $ 3,961 $ (217 ) $ 3,744 A portion of the Company’s goodwill is denominated in currencies other than the U.S. Dollar. |
Future Amortization of Acquisition-Related Intangible Assets | The total expected amortization of acquisition-related intangible assets for years ended December 31 is as follows (in millions): 2015 $ 85 2016 70 2017 61 2018 56 2019 49 |
Accumulated Other Comprehensi28
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss, Net of Tax | The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax, for the six months ended June 30, 2015 (in millions): Gains and Losses on Cash Flow Hedges Currency Translation Other Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ (1 ) $ (125 ) $ (6 ) $ (132 ) Other comprehensive loss before reclassifications (10 ) (39 ) - (49 ) Amounts reclassified from accumulated other comprehensive income, net of tax 7 - - 7 Net current-period other comprehensive loss (3 ) (39 ) - (42 ) Balance at June 30, 2015 $ (4 ) $ (164 ) $ (6 ) $ (174 ) |
Unrealized Gains Losses on Derivative Instruments | The following table summarizes the unrealized gains (losses) on derivative instruments, including the impact of components reclassified into net income from accumulated other comprehensive income, for the three and six months ended June 30, 2014 and 2015 (in millions): Three months ended June 30, Six months ended June 30, Affected Line Item in the Statement of Comprehensive Income (Loss) for Components Other Comprehensive Income (Loss) Components 2014 2015 2014 2015 Reclassified from OCI Unrealized gain (loss) on derivative instruments $ (8 ) $ (1 ) $ (6 ) $ (10 ) Loss (gain) on derivatives reclassified into income: Interest rate contracts 1 2 3 4 Interest expense and amortization of deferred financing fees Forward currency hedges 1 - - 1 Cost of sales and direct operating Total reclassified into income 2 2 3 5 Income tax benefit (expense) 1 - 1 2 Amounts reclassified from accumulated other comprehensive income, net of tax 3 2 4 7 Unrealized gain (loss) on derivative instruments, net of tax $ (5 ) $ 1 $ (2 ) $ (3 ) |
Debt and Derivatives (Tables)
Debt and Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt for Continuing Operations | Debt consisted of the following (in millions): December 31, 2014 June 30, 2015 Senior Secured Credit Facilities: Secured revolving credit facility due March 8, 2018 $ - $ - Tranche C due February 28, 2017, effective interest rate of 4.44% and 4.44% 400 400 Tranche E due March 8, 2020, effective interest rate of 4.31% and 4.31% 1,918 1,918 Total Senior Secured Credit Facilities 2,318 2,318 Senior Notes due 2018 at 7.375% 511 511 Senior Notes due 2020 at 7.625% 700 700 Senior Subordinated Notes due 2019 at 6.625% 1,000 1,000 Secured Accounts Receivable Facility, at 3.16% and 3.19% 140 140 Other - 3 Total debt $ 4,669 $ 4,672 Short-term borrowings and current portion of long-term debt $ - $ 3 Long-term debt 4,669 4,669 Total debt $ 4,669 $ 4,672 |
Contractual Future Maturities of Debt | At June 30, 2015, the contractual future maturities of debt are as follows (in millions): Contractual Maturities 2015 $ - 2016 3 2017 400 2018 511 2019 1,140 Thereafter 2,618 Total debt $ 4,672 |
Interest Rate Swaps | A summary of the Company’s interest rate swaps at June 30, 2015 follows (in millions): Inception Maturity Notional amount (in millions) Weighted-average Interest rate paid Interest rate received (LIBOR) August-September 2012 February 2017 $ 400 0.69% 1-Month June 2013 June 2019 100 1.86% 3-Month September 2013 June 2019 100 2.26% 3-Month February-March 2014 March 2020 300 2.27% 3-Month Total / Weighted-Average Interest Rate $ 900 1.52% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes assets and liabilities measured at fair value on a recurring basis at June 30, 2015 (in millions): Fair Value Measures Using Balance Sheet Caption Level 1 Level 2 Level 3 Total Assets Money market funds Cash and cash equivalents $ 55 $ - $ - $ 55 Currency forward contracts Prepaid expenses and other current assets - 2 - 2 Total $ 55 $ 2 $ - $ 57 Liabilities Interest rate swap agreements Other accrued expenses $ - $ 7 $ - $ 7 Currency forward contracts Other accrued expenses - 2 - 2 $ - $ 9 $ - $ 9 The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2014 (in millions): Fair Value Measures Using Balance Sheet Caption Level 1 Level 2 Level 3 Total Assets Money market funds Cash and cash equivalents $ 106 $ - $ - $ 106 Interest rate swap agreements Other assets - 1 - 1 Currency forward contracts Prepaid expenses and other current assets - 3 - 3 Total $ 106 $ 4 $ - $ 110 Liabilities Interest rate swap agreements Other accrued expenses $ - $ 5 $ - $ 5 Currency forward contracts Other accrued expenses - 1 - 1 Total $ - $ 6 $ - $ 6 |
Carrying Amount and Estimated Fair Value of Debt, Including Current Portion and Excluding Interest Rate Swaps | The following table presents the carrying amount and estimated fair value of the Company’s debt, including the current portion and excluding the interest rate swaps, as of December 31, 2014 and June 30, 2015 (in millions): December 31, 2014 June 30, 2015 Carrying Fair Carrying Fair Value Value Value Value Floating rate debt $ 2,458 $ 2,431 $ 2,458 $ 2,458 Fixed rate debt 2,211 2,286 2,214 2,293 |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Noncontrolling Interest [Abstract] | |
Rollforward of SunGard's Non-controlling Interest | A rollforward of SunGard’s non-controlling interest for the six months ended June 30, 2015 is as follows (in millions): Non-controlling interest Temporary equity Permanent equity Total Balances at December 31, 2014 $ 37 $ 1,490 $ 1,527 Net income 2 85 87 Purchase of treasury stock - (1 ) (1 ) Transfer intrinsic value of vested restricted stock units to temporary equity 6 - 6 Cancellation of put options due to employee terminations (5 ) 2 (3 ) Balances at June 30, 2015 $ 40 $ 1,576 $ 1,616 A rollforward of SunGard’s non-controlling interest for the six months ended June 30, 2014 follows (in millions): Non-controlling interest Temporary equity Permanent equity Total Balances at December 31, 2013 $ 42 $ 1,741 $ 1,783 Net income - 90 90 Purchase of treasury stock - (2 ) (2 ) Impact of exchange of SpinCo common stock for SCCII preferred stock (1 ) (428 ) (429 ) Impact of modification of SunGard Awards (4 ) - (4 ) Impact of modification of SpinCo Awards (6 ) - (6 ) Transfer intrinsic value of vested restricted stock units to temporary equity 7 - 7 Cancellation of put options due to employee terminations (6 ) 5 (1 ) Balances at June 30, 2014 $ 32 $ 1,406 $ 1,438 |
Earnings (Loss) per Share (Tabl
Earnings (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerators and Denominators Used in Computation of Basic and Diluted Earnings (Loss) per Common Share | Reconciliations of the numerators and denominators used in the computation of basic and diluted earnings (loss) per common share are as follows (in millions, except per share amounts): Three Months ended June 30, Six Months ended June 30, 2014 2015 2014 2015 Numerators: Net income (loss) attributable to SunGard $ (37 ) $ (11 ) $ (427 ) $ (26 ) Income (loss) from discontinued operations, net of tax - - (17 ) 2 Income (loss) from continuing operations attributable to SunGard (37 ) (11 ) (410 ) (28 ) Less: Additional income attributable to the non-controlling interest for vested unissued shares - 1 (2 ) - Less: Preference amount for Class L outstanding and vested unissued shares (255 ) (292 ) (491 ) (562 ) Numerator for basic earnings (loss) per share - Income available to Class A stockholders from continuing operations $ (292 ) $ (302 ) $ (903 ) $ (590 ) Less: Additional income attributable to the non-controlling interest for options and unvested restricted stock units (1 ) (1 ) - (2 ) Less: Preference amount for Class L options and unvested Class L shares included in restricted stock units (5 ) (9 ) - (14 ) Numerator for diluted earnings (loss) per share - Income available to Class A stockholders from continuing operations $ (298 ) $ (312 ) $ (903 ) $ (606 ) Denominators: Class A common stock: Weighted average number of shares - basic 261 262 261 262 Effect of potentially dilutive Class A shares 5 8 - 6 Weighted average number of shares - diluted 266 270 261 268 Class L common stock: Weighted average number of shares - basic 29 29 29 29 Effect of potentially dilutive Class L shares 1 1 - 1 Weighted average number of shares - diluted 30 30 29 30 Earnings (loss) per share: Net income (loss) per share - basic: Class L stockholders $ 8.80 $ 10.04 $ 16.93 $ 19.34 Class A stockholders - continuing operations (1.12 ) (1.15 ) (3.46 ) (2.25 ) Class A stockholders - discontinued operations - - (0.06 ) 0.01 Class A stockholders - total $ (1.12 ) $ (1.15 ) $ (3.53 ) $ (2.24 ) Net income (loss) per share - diluted: Class L stockholders $ 8.80 $ 10.04 $ 16.93 $ 19.34 Class A stockholders - continuing operations (1.12 ) (1.16 ) (3.46 ) (2.26 ) Class A stockholders - discontinued operations - - (0.06 ) 0.01 Class A stockholders - total $ (1.12 ) $ (1.16 ) $ (3.53 ) $ (2.25 ) |
Schedule of Potential Common Shares Excluded from Calculation of Earnings (Loss) per Share | The following potential common shares (in millions) were excluded from the calculation of earnings (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months ended June 30, Six Months ended June 30, 2014 2015 2014 2015 Denominators: Class A common stock: Restricted stock units 8 7 9 7 Stock options 14 12 18 12 Stock appreciation rights 7 6 7 6 Class L common stock: Restricted stock units 1 1 1 1 Stock options 1 1 1 1 Stock appreciation rights 1 1 1 1 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Operating Results | The operating results for the three and six months ended June 30, 2015 and 2014 for each segment follow (in millions): Three Months Ended June 30, 2015 FS PS&E Sum of segments Corporate (1) Total Software $ 227 $ 35 $ 262 $ - $ 262 SaaS and cloud 260 10 270 - 270 Services 144 11 155 - 155 Total revenue $ 631 $ 56 $ 687 $ - $ 687 Adjusted EBITDA $ 173 $ 17 $ 190 $ (12 ) $ 178 Depreciation (2) 24 3 27 - 27 Amortization of acquisition-related intangible assets 20 1 21 - 21 Capital expenditures 24 3 27 - 27 Three Months Ended June 30, 2014 FS PS&E Sum of segments Corporate (1) Total Software $ 222 $ 35 $ 257 $ - $ 257 SaaS and cloud 256 9 265 - 265 Services 140 11 151 - 151 Total revenue $ 618 $ 55 $ 673 $ - $ 673 Adjusted EBITDA $ 154 $ 17 $ 171 $ (12 ) $ 159 Depreciation (2) 24 2 26 1 27 Amortization of acquisition-related intangible assets 38 2 40 1 41 Capital expenditures 27 3 30 - 30 Six Months Ended June 30, 2015 FS PS&E Sum of segments Corporate (1) Total Software $ 445 $ 69 $ 514 $ - $ 514 SaaS and cloud 528 19 547 - 547 Services 275 22 297 - 297 Total revenue $ 1,248 $ 110 $ 1,358 $ - $ 1,358 Adjusted EBITDA $ 347 $ 33 $ 380 $ (27 ) $ 353 Depreciation (2) 50 5 55 1 56 Amortization of acquisition-related intangible assets 40 2 42 - 42 Capital expenditures 46 7 53 2 55 Six Months Ended June 30, 2014 FS PS&E Sum of segments Corporate (1) Total Software $ 439 $ 69 $ 508 $ - $ 508 SaaS and cloud 515 18 533 - 533 Services 264 21 285 - 285 Total revenue $ 1,218 $ 108 $ 1,326 $ - $ 1,326 Adjusted EBITDA $ 293 $ 33 $ 326 $ (22 ) $ 304 Depreciation (2) 46 4 50 1 51 Amortization of acquisition-related intangible assets 79 4 83 1 84 Capital expenditures 53 5 58 - 58 (1) |
Reconciliation of Adjusted EBITDA to Income Loss from Continuing Operations before Income Taxes | Reconciliation of consolidated Adjusted EBITDA to income (loss) from continuing operations before income taxes: Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Adjusted EBITDA (including corporate) $ 159 $ 178 $ 304 $ 353 Depreciation (2) (27 ) (27 ) (51 ) (56 ) Amortization of acquisition-related intangible assets (41 ) (21 ) (84 ) (42 ) Trade name impairment - - (339 ) - Severance and facility closure costs (2 ) (2 ) (7 ) (4 ) Stock compensation expense (11 ) (13 ) (20 ) (23 ) Management fees (1 ) (2 ) (3 ) (4 ) Other costs (included in operating income) - (5 ) (12 ) (1 ) Interest expense, net (72 ) (70 ) (146 ) (141 ) Loss on extinguishment of debt - - (61 ) - Other income (expense) - 1 - 1 Income (loss) from continuing operations before income taxes $ 5 $ 39 $ (419 ) $ 83 (2) |
Employee Termination Benefits34
Employee Termination Benefits and Facility Closures (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring And Related Activities [Abstract] | |
Liability for Workforce Reductions and Facility Closures | The following table provides a rollforward of the liability balances for workforce reductions and facility closures for the six months ended June 30, 2015 (in millions): Workforce-related Facilities Total Balance at December 31, 2014 $ 12 $ 13 $ 25 Expense related to 2015 actions 7 0 7 Paid (10 ) (3 ) (13 ) Other adjustments (3 ) - (3 ) Balance at June 30, 2015 $ 6 $ 10 $ 16 |
Supplemental Guarantor Conden35
Supplemental Guarantor Condensed Consolidating Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Supplemental Condensed Consolidating Balance Sheet | Supplemental Condensed Consolidating Balance Sheet (in millions) December 31, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current: Cash and cash equivalents $ 202 $ 1 $ 244 $ - $ 447 Intercompany balances - 3,049 500 (3,549 ) - Trade receivables, net 1 446 (a) 239 - 686 Prepaid expenses, taxes and other current assets 32 43 39 (2 ) 112 Total current assets 235 3,539 1,022 (3,551 ) 1,245 Property and equipment, net - 94 58 - 152 Intangible assets, net 68 348 262 - 678 Trade name - 672 - - 672 Deferred income taxes 69 - - (69 ) - Intercompany balances 194 8 154 (356 ) - Goodwill - 3,099 661 - 3,760 Investment in subsidiaries 8,039 1,366 - (9,405 ) - Total Assets $ 8,605 $ 9,126 $ 2,157 $ (13,381 ) $ 6,507 Liabilities and Equity Current: Short-term and current portion of long-term debt $ - $ - $ - $ - $ - Intercompany balances 3,549 - - (3,549 ) - Accounts payable and other current liabilities 59 510 427 (2 ) 994 Total current liabilities 3,608 510 427 (3,551 ) 994 Long-term debt 4,529 - 140 - 4,669 Intercompany debt 162 - 194 (356 ) - Deferred and other income taxes 101 559 17 (69 ) 608 Other liabilities - 18 13 - 31 Total liabilities 8,400 1,087 791 (3,976 ) 6,302 Total equity 205 8,039 1,366 (9,405 ) 205 Total Liabilities and Equity $ 8,605 $ 9,126 $ 2,157 $ (13,381 ) $ 6,507 (a) This balance is primarily comprised of a receivable from the Company’s accounts receivable financing subsidiary, which is a non-guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. Supplemental Condensed Consolidating Balance Sheet (in millions) June 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current: Cash and cash equivalents $ 254 $ (5 ) $ 289 $ - $ 538 Intercompany balances - 3,289 472 (3,761 ) - Trade receivables, net - 407 (a) 154 - 561 Prepaid expenses, taxes and other current assets 18 49 45 (8 ) 104 Total current assets 272 3,740 960 (3,769 ) 1,203 Property and equipment, net 1 97 51 - 149 Intangible assets, net 60 330 243 - 633 Trade name - 672 - - 672 Deferred income taxes 74 - - (74 ) - Intercompany balances 178 6 155 (339 ) - Goodwill - 3,112 632 - 3,744 Investment in subsidiaries 8,266 1,353 - (9,619 ) - Total Assets $ 8,851 $ 9,310 $ 2,041 $ (13,801 ) $ 6,401 Liabilities and Stockholders' Equity Current: Short-term and current portion of long-term debt $ - $ - $ 3 $ - $ 3 Intercompany balances 3,761 - - (3,761 ) - Accounts payable and other current liabilities 70 474 336 (8 ) 872 Total current liabilities 3,831 474 339 (3,769 ) 875 Long-term debt 4,529 - 140 - 4,669 Intercompany debt 161 - 178 (339 ) - Deferred and other income taxes 95 555 20 (74 ) 596 Other liabilities - 15 11 - 26 Total liabilities 8,616 1,044 688 (4,182 ) 6,166 Total stockholders' equity 235 8,266 1,353 (9,619 ) 235 Total Liabilities and Stockholders' Equity $ 8,851 $ 9,310 $ 2,041 $ (13,801 ) $ 6,401 |
Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) | Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Three Months Ended June 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 479 $ 316 $ (122 ) $ 673 Costs and expenses 23 422 273 (122 ) 596 Operating income (loss) (23 ) 57 43 - 77 Net interest income (expense) (67 ) - (5 ) - (72 ) Net earnings (losses) of equity affiliates 65 29 - (94 ) - Income (loss) from continuing operations before income taxes (25 ) 86 38 (94 ) 5 Benefit from (provision for) income taxes 28 (21 ) (9 ) - (2 ) Income (loss) from continuing operations 3 65 29 (94 ) 3 Income (loss) from discontinued operations, net of tax - - - - - Net income (loss) $ 3 $ 65 $ 29 $ (94 ) $ 3 Comprehensive income (loss) $ (3 ) $ 68 $ 32 $ (100 ) $ (3 ) Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Three Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 497 $ 291 $ (101 ) $ 687 Costs and expenses 25 393 262 (101 ) 579 Operating income (loss) (25 ) 104 29 - 108 Net interest income (expense) (67 ) - (3 ) - (70 ) Net earnings (losses) of equity affiliates 89 17 - (106 ) - Other income (expense) - - 1 - 1 Income (loss) from continuing operations before income taxes (3 ) 121 27 (106 ) 39 Benefit from (provision for) income taxes 36 (32 ) (10 ) - (6 ) Income (loss) from continuing operations 33 89 17 (106 ) 33 Income (loss) from discontinued operations, net of tax - - - - - Net income (loss) $ 33 $ 89 $ 17 $ (106 ) $ 33 Comprehensive income (loss) $ 62 $ 112 $ 40 $ (152 ) $ 62 Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Six Months Ended June 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 950 $ 584 $ (208 ) $ 1,326 Costs and expenses 48 1,162 536 (208 ) 1,538 Operating income (loss) (48 ) (212 ) 48 - (212 ) Net interest income (expense) (136 ) - (10 ) - (146 ) Net earnings (losses) of equity affiliates (133 ) 36 - 97 - Other income (expense) (61 ) - - - (61 ) Income (loss) from continuing operations before income taxes (378 ) (176 ) 38 97 (419 ) Benefit from (provision for) income taxes 68 42 (11 ) - 99 Income (loss) from continuing operations (310 ) (134 ) 27 97 (320 ) Income (loss) from discontinued operations, net of tax (27 ) 1 9 - (17 ) Net income (loss) $ (337 ) $ (133 ) $ 36 $ 97 $ (337 ) Comprehensive income (loss) $ (318 ) $ (158 ) $ 58 $ 100 $ (318 ) All of the previously-issued interim financial statements included in Quarterly Reports on Form 10-Q for 2014 included an error in the Condensed Consolidated Statements of Comprehensive Income (Loss) related to the removal of the cumulative foreign currency translation loss associated with the AS businesses that were split-off on March 31, 2014. The removal of the cumulative foreign currency translation loss was reflected in the 2014 Supplemental Condensed Consolidated Schedule of Comprehensive Income (Loss). However, the inclusion of this item was not appropriate since it relates to the distribution of the AS businesses to the Company’s owners and should have been excluded from the 2014 Other Comprehensive Income according to GAAP. Management does not believe the error is material to any of the previously-issued financial statements. The table below shows the impact of the correction of this error for the six months ended June 30, 2014 (in millions). Six Months Ended June 30, 2014 As Reported As Revised Comprehensive Income - Parent $ (400 ) $ (318 ) Comprehensive Income - Guarantor (191 ) (158 ) Comprehensive Income - Non-Guarantor 9 58 Comprehensive Income - Eliminations 182 100 Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Six Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 980 $ 570 $ (192 ) $ 1,358 Costs and expenses 48 762 517 (192 ) 1,135 Operating income (loss) (48 ) 218 53 - 223 Net interest income (expense) (134 ) - (7 ) - (141 ) Net earnings (losses) of equity affiliates 180 31 - (211 ) - Other income (expense) - - 1 - 1 Income (loss) from continuing operations before income taxes (2 ) 249 47 (211 ) 83 Benefit from (provision for) income taxes 63 (69 ) (18 ) - (24 ) Income (loss) from continuing operations 61 180 29 (211 ) 59 Income (loss) from discontinued operations, net of tax - - 2 - 2 Net income (loss) $ 61 $ 180 $ 31 $ (211 ) $ 61 Comprehensive income (loss) $ 19 $ 156 $ 8 $ (164 ) $ 19 |
Supplemental Condensed Consolidating Schedule of Cash Flows | Supplemental Condensed Consolidating Schedule of Cash Flows (in millions) Six Months Ended June 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flow from operations: Net income (loss) $ (337 ) $ (133 ) $ 36 $ 97 $ (337 ) Income (loss) from discontinued operations (27 ) 1 9 - (17 ) Income (loss) from continuing operations (310 ) (134 ) 27 97 (320 ) Non cash adjustments 238 291 43 (97 ) 475 Changes in operating assets and liabilities (98 ) 46 (17 ) - (69 ) Cash flow from (used in) continuing operations (170 ) 203 53 - 86 Cash flow from (used in) discontinued operations (43 ) 52 25 - 34 Cash flow from (used in) operations (a) (213 ) 255 78 - 120 Investment activities: Intercompany transactions 85 (75 ) 38 (48 ) - Cash paid for property and equipment and software (1 ) (36 ) (21 ) - (58 ) Cash provided by (used in) continuing operations 84 (111 ) 17 (48 ) (58 ) Cash provided by (used in) discontinued operations 1,041 (41 ) (995 ) - 5 Cash provided by (used in) investment activities 1,125 (152 ) (978 ) (48 ) (53 ) Financing activities: Intercompany dividends - (24 ) (24 ) 48 - Net repayments of long-term debt (1,269 ) - (62 ) - (1,331 ) Other financing activities (16 ) - - - (16 ) Cash provided by (used in) continuing operations (1,285 ) (24 ) (86 ) 48 (1,347 ) Cash provided by (used in) discontinued operations - (80 ) 967 - 887 Cash provided by (used in) financing activities (1,285 ) (104 ) 881 48 (460 ) Effect of exchange rate changes on cash - - 1 - 1 Increase (decrease) in cash and cash equivalents (373 ) (1 ) (18 ) - (392 ) Beginning cash and cash equivalents (b) 403 2 301 - 706 Ending cash and cash equivalents $ 30 $ 1 $ 283 $ - $ 314 (a) Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the six months ended June 30, 2014, the Parent Company allocated approximately $96 million of tax liabilities to its Guarantor Subsidiaries. During the three months ended March 31, 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. Therefore, these transactions are not reflected in the Condensed Consolidating Statement of Cash Flows presented above. (b) Includes cash of discontinued operations. Supplemental Condensed Consolidating Schedule of Cash Flows (in millions) Six Months Ended June 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flow from operations: Net income (loss) $ 61 $ 180 $ 31 $ (211 ) $ 61 Income (loss) from discontinued operations - - 2 - 2 Income (loss) from continuing operations 61 180 29 (211 ) 59 Non cash adjustments (153 ) 24 38 211 120 Changes in operating assets and liabilities (56 ) 64 (5 ) - 3 Cash flow from (used in) continuing operations (148 ) 268 62 - 182 Cash flow from (used in) discontinued operations - - - - - Cash flow from (used in) operations (a) (148 ) 268 62 - 182 Investment activities: Intercompany transactions 214 (195 ) 23 (42 ) - Cash paid for acquired businesses, net of cash acquired - (21 ) (4 ) - (25 ) Cash paid for property and equipment and software (2 ) (37 ) (16 ) - (55 ) Other investing activities - - 1 - 1 Cash provided by (used in) continuing operations 212 (253 ) 4 (42 ) (79 ) Cash provided by (used in) discontinued operations - - 1 - 1 Cash provided by (used in) investment activities 212 (253 ) 5 (42 ) (78 ) Financing activities: Intercompany dividends - (21 ) (21 ) 42 - Net repayments of long-term debt - - 2 - 2 Other financing activities (12 ) - - - (12 ) Cash provided by (used in) continuing operations (12 ) (21 ) (19 ) 42 (10 ) Cash provided by (used in) discontinued operations - - - - - Cash provided by (used in) financing activities (12 ) (21 ) (19 ) 42 (10 ) Effect of exchange rate changes on cash - - (3 ) - (3 ) Increase (decrease) in cash and cash equivalents 52 (6 ) 45 - 91 Beginning cash and cash equivalents 202 1 244 - 447 Ending cash and cash equivalents $ 254 $ (5 ) $ 289 $ - $ 538 (a) Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the six months ended June 30, 2015, the Parent Company allocated approximately $77 million of tax liabilities to its Guarantor Subsidiaries. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Mar. 31, 2014USD ($) | Jun. 30, 2015Segment | |
Basis Of Presentation [Line Items] | ||
Number of reportable segments | Segment | 2 | |
SpinCo | ||
Basis Of Presentation [Line Items] | ||
Senior notes | $ 425 | |
Proceeds from issuance of debt | $ 1,005 |
Schedule of Amounts as Original
Schedule of Amounts as Originally Reported and as Revised for each of SunGard, SCCII and SDS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Basis Of Presentation [Line Items] | ||||
Other Comprehensive Income (loss) | $ 29 | $ (6) | $ (42) | $ 19 |
Comprehensive Income (Loss) | 62 | (3) | 19 | (318) |
Comprehensive income (loss) | $ 18 | $ (43) | $ (68) | (408) |
Scenario, Previously Reported | ||||
Basis Of Presentation [Line Items] | ||||
Other Comprehensive Income (loss) | (63) | |||
Comprehensive Income (Loss) | (400) | |||
SunGard | ||||
Basis Of Presentation [Line Items] | ||||
Comprehensive income (loss) | (408) | |||
SunGard | Scenario, Previously Reported | ||||
Basis Of Presentation [Line Items] | ||||
Comprehensive income (loss) | $ (490) |
Functional Expense Areas (Detai
Functional Expense Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Cost of sales and direct operating (See Note 1) | $ 283 | $ 273 | $ 551 | $ 542 |
Sales, marketing and administration | 161 | 158 | 313 | 326 |
Product development and maintenance | $ 87 | 97 | $ 173 | 196 |
Scenario, Previously Reported | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Cost of sales and direct operating (See Note 1) | 265 | 528 | ||
Sales, marketing and administration | 162 | 332 | ||
Product development and maintenance | 101 | 204 | ||
Total functional expenses | 528 | 1,064 | ||
Revised Presentation of Stock Compensation Expense | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Cost of sales and direct operating (See Note 1) | 2 | 3 | ||
Sales, marketing and administration | (4) | (6) | ||
Product development and maintenance | 2 | 3 | ||
Revised Presentation of Developer Time Spent on Professional Services Projects | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Cost of sales and direct operating (See Note 1) | 6 | 11 | ||
Product development and maintenance | (6) | (11) | ||
SunGard Data Systems Inc. and SunGard Capital Corp. II | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Cost of sales and direct operating (See Note 1) | 273 | 542 | ||
Sales, marketing and administration | 158 | 326 | ||
Product development and maintenance | 97 | 196 | ||
Total functional expenses | $ 528 | $ 1,064 |
Acquisitions and Discontinued39
Acquisitions and Discontinued Operations - Additional Information (Details) € in Millions, $ in Millions | Jan. 31, 2014EUR (€)Segment | Mar. 31, 2015USD ($) | Jun. 30, 2015USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Total combined cash paid, net of cash acquired | $ | $ 25 | ||
Business disposition, cash to be received for deferred purchase price | € 9 | ||
Contingent consideration receivable | € 2 | ||
Gain from discontinued operations | $ | $ 2 | ||
Financial Systems | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Number of businesses sold | Segment | 2 | ||
Proceed from sale of subsidiary | € 27 |
Acquisitions and Discontinued40
Acquisitions and Discontinued Operations - Summary of Combined Purchase Price Allocation (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Acquired businesses: | ||
Goodwill | $ 3,744 | $ 3,760 |
Acquisition in FS and PS&E Segments | ||
Acquired businesses: | ||
Goodwill | 17 | |
Other Intangible Assets | 2 | |
Deferred income taxes | (6) | |
Net current assets (liabilities) assumed | (5) | |
Cash paid for acquired businesses | 25 | |
Software products | Acquisition in FS and PS&E Segments | ||
Acquired businesses: | ||
Acquired Intangible Asset | 11 | |
Customer base | Acquisition in FS and PS&E Segments | ||
Acquired businesses: | ||
Acquired Intangible Asset | $ 6 |
Acquisitions and Discontinued41
Acquisitions and Discontinued Operations - Results for Discontinued Operations (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Revenue | $ 338 | |
Operating income (loss) | (26) | |
Interest expense | (18) | |
Gain on sale of business | $ 2 | 23 |
Income (loss) before income taxes | 2 | (21) |
Benefit from income taxes | 4 | |
Income (loss) from discontinued operations | $ 2 | $ (17) |
Changes in Goodwill by Reportab
Changes in Goodwill by Reportable Segment (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Beginning Balance, Goodwill Net | $ 3,760 |
Ending Balance, Goodwill Net | 3,744 |
Continuing Operations | |
Goodwill [Line Items] | |
Beginning Balance, Goodwill Gross | 3,977 |
2015 acquisitions | 17 |
Effect of foreign currency translation | (32) |
Other | (1) |
Ending Balance, Goodwill Gross | 3,961 |
Beginning Balance, Goodwill Net | 3,760 |
Ending Balance, Goodwill Net | 3,744 |
Financial Systems | Continuing Operations | |
Goodwill [Line Items] | |
Beginning Balance, Goodwill Gross | 3,433 |
2015 acquisitions | 2 |
Effect of foreign currency translation | (32) |
Other | (1) |
Ending Balance, Goodwill Gross | 3,402 |
Public Sector and Education Segments | Continuing Operations | |
Goodwill [Line Items] | |
Beginning Balance, Goodwill Gross | 544 |
2015 acquisitions | 15 |
Effect of foreign currency translation | 0 |
Other | 0 |
Ending Balance, Goodwill Gross | 559 |
Beginning Balance, Accumulated Impairment | (217) |
Ending Balance, Accumulated Impairment | $ (217) |
Future Amortization of Acquired
Future Amortization of Acquired Intangible Assets (Details) - Acquisition Related Intangible Assets $ in Millions | Jun. 30, 2015USD ($) |
Schedule Of Estimated Future Amortization Expense [Line Items] | |
2,015 | $ 85 |
2,016 | 70 |
2,017 | 61 |
2,018 | 56 |
2,019 | $ 49 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | $ (132) | |||
Other comprehensive loss before reclassifications | (49) | |||
Amounts reclassified from accumulated other comprehensive income, net of tax | 7 | |||
Other comprehensive income (loss), net of tax | $ 29 | $ (6) | (42) | $ 19 |
Ending balance | (174) | (174) | ||
Net Unrealized Gain (Loss) on Derivative Instruments | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (1) | |||
Other comprehensive loss before reclassifications | (10) | |||
Amounts reclassified from accumulated other comprehensive income, net of tax | 7 | |||
Other comprehensive income (loss), net of tax | (3) | |||
Ending balance | (4) | (4) | ||
Accumulated Translation Adjustment | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (125) | |||
Other comprehensive loss before reclassifications | (39) | |||
Other comprehensive income (loss), net of tax | (39) | |||
Ending balance | (164) | (164) | ||
Other | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (6) | |||
Ending balance | $ (6) | $ (6) |
Unrealized Gains Losses on Deri
Unrealized Gains Losses on Derivative Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Unrealized gain (loss) on derivative instruments, net of tax | $ 1 | $ (5) | $ (3) | $ (2) |
Net Unrealized Gain (Loss) on Derivative Instruments | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Unrealized gain (loss) on derivative instruments | (1) | (8) | (10) | (6) |
Loss (gain) on derivatives reclassified into income | 2 | 2 | 5 | 3 |
Income tax benefit (expense) | 1 | 2 | 1 | |
Amounts reclassified from accumulated other comprehensive income, net of tax | 2 | 3 | 7 | 4 |
Unrealized gain (loss) on derivative instruments, net of tax | 1 | (5) | (3) | (2) |
Net Unrealized Gain (Loss) on Derivative Instruments | Interest rate contracts | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Loss (gain) on derivatives reclassified into income | $ 2 | 1 | 4 | $ 3 |
Net Unrealized Gain (Loss) on Derivative Instruments | Forward currency hedges | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Loss (gain) on derivatives reclassified into income | $ 1 | $ 1 |
Debt and Derivatives - Addition
Debt and Derivatives - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | ||
Interest rate swap, expected to be reclassified from other comprehensive income (loss) into earnings in the next 12 months | $ 8 | |
Other Assets | ||
Debt Instrument [Line Items] | ||
Interest rate swap agreements | $ 1 | |
Other Accrued Expenses | ||
Debt Instrument [Line Items] | ||
Interest rate swap agreements | $ 7 | $ 5 |
One Month LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate received | 0.19% | |
Three Month LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate received | 0.28% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Dividend payments limit to equity holders | $ 200 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Available borrowing capacity | 593 | |
Outstanding letters of credit | 7 | |
Line of credit facility | 600 | |
Debt Not Impacting Availability Of Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding letters of credit | $ 4 |
Debt for Continuing Operations
Debt for Continuing Operations (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Other | $ 3 | |
Total debt | 4,672 | $ 4,669 |
Short-term borrowings and current portion of long-term debt | 3 | |
Long-term debt | 4,669 | 4,669 |
Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt agreement, outstanding amount | 2,318 | 2,318 |
Senior Secured Credit Facility | Tranche C due February 28, 2017 | ||
Debt Instrument [Line Items] | ||
Debt agreement, outstanding amount | 400 | 400 |
Senior Secured Credit Facility | Tranche E due March 8, 2020 | ||
Debt Instrument [Line Items] | ||
Debt agreement, outstanding amount | 1,918 | 1,918 |
Senior Notes 7.375% due 2018 | ||
Debt Instrument [Line Items] | ||
Senior notes | 511 | 511 |
Senior Notes 7.625% due 2020 | ||
Debt Instrument [Line Items] | ||
Senior notes | 700 | 700 |
Senior Subordinated Notes 6.625% due 2019 | ||
Debt Instrument [Line Items] | ||
Senior notes | 1,000 | 1,000 |
Accounts Receivable Facilities | ||
Debt Instrument [Line Items] | ||
Debt agreement, outstanding amount | $ 140 | $ 140 |
Debt for Continuing Operation48
Debt for Continuing Operations (Parenthetical) (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Senior Secured Credit Facility | Revolving Credit Facility due March 8, 2018 | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Expiration Date | Mar. 8, 2018 | Mar. 8, 2018 |
Senior Secured Credit Facility | Tranche C due February 28, 2017 | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Expiration Date | Feb. 28, 2017 | Feb. 28, 2017 |
Debt agreement, effective interest rate | 4.44% | 4.44% |
Senior Secured Credit Facility | Tranche E due March 8, 2020 | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Expiration Date | Mar. 8, 2020 | Mar. 8, 2020 |
Debt agreement, effective interest rate | 4.31% | 4.31% |
Senior Notes 7.375% due 2018 | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 7.375% | 7.375% |
Senior Notes or Senior Subordinated Notes, due date | 2,018 | 2,018 |
Senior Notes 7.625% due 2020 | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 7.625% | 7.625% |
Senior Notes or Senior Subordinated Notes, due date | 2,020 | 2,020 |
Senior Subordinated Notes 6.625% due 2019 | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 6.625% | 6.625% |
Senior Notes or Senior Subordinated Notes, due date | 2,019 | 2,019 |
Accounts Receivable Facilities | ||
Debt Instrument [Line Items] | ||
Debt instrument stated percentage | 3.19% | 3.16% |
Contractual Future Maturities o
Contractual Future Maturities of Debt (Details) $ in Millions | Jun. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,016 | $ 3 |
2,017 | 400 |
2,018 | 511 |
2,019 | 1,140 |
Thereafter | 2,618 |
Total debt | $ 4,672 |
Interest Rate Swaps (Details)
Interest Rate Swaps (Details) - Jun. 30, 2015 - Interest Rate Swap - USD ($) | Total |
Derivative [Line Items] | |
Notional amount | $ 900,000,000 |
Weighted-average Interest rate paid | 1.52% |
Derivative Instrument 1 | |
Derivative [Line Items] | |
Maturity | 2017-02 |
Notional amount | $ 400,000,000 |
Weighted-average Interest rate paid | 0.69% |
Interest rate received (LIBOR) | 1 month |
Derivative Instrument 1 | Minimum | |
Derivative [Line Items] | |
Inception | 2012-08 |
Derivative Instrument 1 | Maximum | |
Derivative [Line Items] | |
Inception | 2012-09 |
Derivative Instrument 2 | |
Derivative [Line Items] | |
Inception | 2013-06 |
Maturity | 2019-06 |
Notional amount | $ 100,000,000 |
Weighted-average Interest rate paid | 1.86% |
Interest rate received (LIBOR) | 3 months |
Derivative Instrument 3 | |
Derivative [Line Items] | |
Inception | 2013-09 |
Maturity | 2019-06 |
Notional amount | $ 100,000,000 |
Weighted-average Interest rate paid | 2.26% |
Interest rate received (LIBOR) | 3 months |
Derivative Instrument 4 | |
Derivative [Line Items] | |
Maturity | 2020-03 |
Notional amount | $ 300,000,000 |
Weighted-average Interest rate paid | 2.27% |
Interest rate received (LIBOR) | 3 months |
Derivative Instrument 4 | Minimum | |
Derivative [Line Items] | |
Inception | 2014-02 |
Derivative Instrument 4 | Maximum | |
Derivative [Line Items] | |
Inception | 2014-03 |
Assets and Liabilities Measured
Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Other Accrued Expenses | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | $ 7 | $ 5 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Money market funds | 55 | 106 |
Total | 57 | 110 |
Total | 9 | 6 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Money market funds | 55 | 106 |
Total | 55 | 106 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 2 | 4 |
Total | 9 | 6 |
Fair Value, Measurements, Recurring | Prepaid Expenses and Other Current Assets | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 1 | |
Currency forward contracts | 2 | 3 |
Fair Value, Measurements, Recurring | Prepaid Expenses and Other Current Assets | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 1 | |
Currency forward contracts | 2 | 3 |
Fair Value, Measurements, Recurring | Other Accrued Expenses | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 7 | 5 |
Currency forward contracts | 2 | 1 |
Fair Value, Measurements, Recurring | Other Accrued Expenses | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap agreements | 7 | 5 |
Currency forward contracts | $ 2 | $ 1 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Trade name impairment charge | $ 0 | $ 339 |
Availability Services | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Trade name impairment charge | $ 339 | |
Forward Contracts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Unrealized gains and (loss) to be reclassified in the next 12 months from OCI into earnings | $ 2 |
Carrying Amount and Estimated F
Carrying Amount and Estimated Fair Value of Debt Including Current Portion and Excluding Interest Rate Swaps (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Floating Rate Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Value | $ 2,458 | $ 2,458 |
Fair Value | 2,458 | 2,431 |
Fixed Rate Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Value | 2,214 | 2,211 |
Fair Value | $ 2,293 | $ 2,286 |
Rollforward of SunGard's Noncon
Rollforward of SunGard's Noncontrolling Interest (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Minority Interest [Line Items] | ||||
Beginning Balance | $ (1,398) | |||
Net income | $ (11) | $ (37) | (26) | $ (427) |
Ending Balance | (1,456) | (1,456) | ||
Parent | Noncontrolling interest | ||||
Minority Interest [Line Items] | ||||
Beginning Balance | 1,527 | 1,783 | ||
Net income | 87 | 90 | ||
Purchase of treasury stock | (1) | (2) | ||
Impact of exchange of SpinCo common stock for SCCII preferred stock | (429) | |||
Impact of modification of awards | (6) | |||
Transfer intrinsic value of vested restricted stock units to temporary equity | 6 | 7 | ||
Cancellation of put options due to employee terminations | (3) | (1) | ||
Ending Balance | 1,616 | 1,438 | 1,616 | 1,438 |
Parent | Noncontrolling interest | Temporary equity | ||||
Minority Interest [Line Items] | ||||
Beginning Balance | 37 | 42 | ||
Net income | 2 | |||
Impact of exchange of SpinCo common stock for SCCII preferred stock | (1) | |||
Impact of modification of awards | (6) | |||
Transfer intrinsic value of vested restricted stock units to temporary equity | 6 | 7 | ||
Cancellation of put options due to employee terminations | (5) | (6) | ||
Ending Balance | 40 | 32 | 40 | 32 |
Parent | Noncontrolling interest | Permanent equity | ||||
Minority Interest [Line Items] | ||||
Beginning Balance | 1,490 | 1,741 | ||
Net income | 85 | 90 | ||
Purchase of treasury stock | (1) | (2) | ||
Impact of exchange of SpinCo common stock for SCCII preferred stock | (428) | |||
Cancellation of put options due to employee terminations | 2 | 5 | ||
Ending Balance | $ 1,576 | $ 1,406 | $ 1,576 | 1,406 |
Parent | Noncontrolling interest | SunGard | ||||
Minority Interest [Line Items] | ||||
Impact of modification of awards | (4) | |||
Parent | Noncontrolling interest | SunGard | Temporary equity | ||||
Minority Interest [Line Items] | ||||
Impact of modification of awards | $ (4) |
Earnings (Loss) per Share - Add
Earnings (Loss) per Share - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Loss Per Share [Line Items] | ||||
Preference amount included in calculation of diluted earnings per share | $ (1) | $ (1) | $ (2) | |
Class L Common Stock | ||||
Earnings Loss Per Share [Line Items] | ||||
Preferential return per share | $ 81 | |||
Internal rate of return | 13.50% | 13.50% | ||
Preference amount included in calculation of diluted earnings per share | $ 9 |
Reconciliation of Numerators an
Reconciliation of Numerators and Denominators Used in Computation of Basic and Diluted Earnings (Loss) per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerators: | ||||
Net income | $ (11) | $ (37) | $ (26) | $ (427) |
Income (loss) from discontinued operations, net of tax | 2 | (17) | ||
Income (loss) from continuing operations attributable to SunGard | (11) | (37) | (28) | (410) |
Less: Additional income attributable to the non-controlling interest for vested unissued shares | 1 | (2) | ||
Numerator for basic earnings (loss) per share - Income available to Class A stockholders from continuing operations | (302) | (292) | (590) | (903) |
Less: Additional income attributable to the non-controlling interest for options and unvested restricted stock units | (1) | (1) | (2) | |
Numerator for diluted earnings (loss) per share - Income available to Class A stockholders from continuing operations | (312) | (298) | (606) | (903) |
Class L Common Stock | ||||
Numerators: | ||||
Less: Preference amount for Class L outstanding and vested unissued shares | (292) | (255) | (562) | (491) |
Numerator for basic earnings (loss) per share - Income available to Class A stockholders from continuing operations | 292 | 255 | 562 | 491 |
Less: Additional income attributable to the non-controlling interest for options and unvested restricted stock units | 9 | |||
Less: Preference amount for Class L options and unvested Class L shares included in restricted stock units | (9) | (5) | (14) | |
Numerator for diluted earnings (loss) per share - Income available to Class A stockholders from continuing operations | $ 301 | $ 260 | $ 577 | $ 499 |
Denominators: | ||||
Weighted average number of shares basic | 29 | 29 | 29 | 29 |
Effect of potentially dilutive Class A/Class L shares | 1 | 1 | 1 | |
Weighted average number of shares - diluted | 30 | 30 | 30 | 29 |
Net income (loss) per share - basic: | ||||
Net income (loss) per share - basic, total | $ 10.04 | $ 8.80 | $ 19.34 | $ 16.93 |
Net income (loss) per share - diluted: | ||||
Net income (loss) per share - diluted, total | $ 10.04 | $ 8.80 | $ 19.34 | $ 16.93 |
Class A common stock | ||||
Numerators: | ||||
Numerator for basic earnings (loss) per share - Income available to Class A stockholders from continuing operations | $ (302) | $ (292) | $ (588) | $ (920) |
Numerator for diluted earnings (loss) per share - Income available to Class A stockholders from continuing operations | $ (312) | $ (298) | $ (604) | $ (920) |
Denominators: | ||||
Weighted average number of shares basic | 262 | 261 | 262 | 261 |
Effect of potentially dilutive Class A/Class L shares | 8 | 5 | 6 | |
Weighted average number of shares - diluted | 270 | 266 | 268 | 261 |
Net income (loss) per share - basic: | ||||
Net income (loss) per share - basic, total | $ (1.15) | $ (1.12) | $ (2.24) | $ (3.53) |
Net income (loss) per share basic continuing operations | (1.15) | (1.12) | (2.25) | (3.46) |
Net income (loss) per share - basic, discontinued operations | 0.01 | (0.06) | ||
Net income (loss) per share - diluted: | ||||
Net income (loss) per share - diluted, total | (1.16) | (1.12) | (2.25) | (3.53) |
Net income (loss) per share diluted continuing operations | $ (1.16) | $ (1.12) | (2.26) | (3.46) |
Net income (loss) per share - diluted, discontinued operations | $ 0.01 | $ (0.06) |
Schedule of Potential Common Sh
Schedule of Potential Common Shares Excluded from Calculation of Earnings (Loss) per Share (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Class A common stock | Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from the calculation of earnings (loss) per share attributable to common stockholders | 7 | 8 | 7 | 9 |
Class A common stock | Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from the calculation of earnings (loss) per share attributable to common stockholders | 12 | 14 | 12 | 18 |
Class A common stock | Stock Appreciation Rights | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from the calculation of earnings (loss) per share attributable to common stockholders | 6 | 7 | 6 | 7 |
Class L Common Stock | Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from the calculation of earnings (loss) per share attributable to common stockholders | 1 | 1 | 1 | 1 |
Class L Common Stock | Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from the calculation of earnings (loss) per share attributable to common stockholders | 1 | 1 | 1 | 1 |
Class L Common Stock | Stock Appreciation Rights | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Common shares excluded from the calculation of earnings (loss) per share attributable to common stockholders | 1 | 1 | 1 | 1 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Deferred Tax Assets Liabilities [Line Items] | ||||
Effective income tax rates | 13.00% | 32.00% | 28.00% | 24.00% |
Uncertain tax positions, expense (benefit) | $ (10) | $ (10) | ||
Deferred income tax provision (benefit) | (8) | $ (90) | ||
State deferred tax expense (benefit) | 46 | |||
Valuation allowance related to net operating loss carry forwards | $ 9 | 9 | ||
Impairment of Trade Name | ||||
Deferred Tax Assets Liabilities [Line Items] | ||||
Deferred income tax provision (benefit) | $ (138) | |||
France | ||||
Deferred Tax Assets Liabilities [Line Items] | ||||
Deferred income tax provision (benefit) | $ 0 | $ 0 |
Operating Results for Each Segm
Operating Results for Each Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Selected Financial Information [Line Items] | |||||
Revenue | $ 687 | $ 673 | $ 1,358 | $ 1,326 | |
Adjusted EBITDA | 178 | 159 | 353 | 304 | |
Depreciation | [1] | 27 | 27 | 56 | 51 |
Amortization of acquisition-related intangible assets | 21 | 41 | 42 | 84 | |
Capital expenditures | 27 | 30 | 55 | 58 | |
Software | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 262 | 257 | 514 | 508 | |
SaaS and Cloud | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 270 | 265 | 547 | 533 | |
Services | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 155 | 151 | 297 | 285 | |
Operating Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 687 | 673 | 1,358 | 1,326 | |
Adjusted EBITDA | 190 | 171 | 380 | 326 | |
Depreciation | [1] | 27 | 26 | 55 | 50 |
Amortization of acquisition-related intangible assets | 21 | 40 | 42 | 83 | |
Capital expenditures | 27 | 30 | 53 | 58 | |
Operating Segments | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 631 | 618 | 1,248 | 1,218 | |
Adjusted EBITDA | 173 | 154 | 347 | 293 | |
Depreciation | [1] | 24 | 24 | 50 | 46 |
Amortization of acquisition-related intangible assets | 20 | 38 | 40 | 79 | |
Capital expenditures | 24 | 27 | 46 | 53 | |
Operating Segments | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 56 | 55 | 110 | 108 | |
Adjusted EBITDA | 17 | 17 | 33 | 33 | |
Depreciation | [1] | 3 | 2 | 5 | 4 |
Amortization of acquisition-related intangible assets | 1 | 2 | 2 | 4 | |
Capital expenditures | 3 | 3 | 7 | 5 | |
Operating Segments | Software | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 262 | 257 | 514 | 508 | |
Operating Segments | Software | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 227 | 222 | 445 | 439 | |
Operating Segments | Software | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 35 | 35 | 69 | 69 | |
Operating Segments | SaaS and Cloud | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 270 | 265 | 547 | 533 | |
Operating Segments | SaaS and Cloud | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 260 | 256 | 528 | 515 | |
Operating Segments | SaaS and Cloud | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 10 | 9 | 19 | 18 | |
Operating Segments | Services | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 155 | 151 | 297 | 285 | |
Operating Segments | Services | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 144 | 140 | 275 | 264 | |
Operating Segments | Services | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 11 | 11 | 22 | 21 | |
Corporate | |||||
Selected Financial Information [Line Items] | |||||
Adjusted EBITDA | [2] | $ (12) | (12) | (27) | (22) |
Depreciation | [1],[2] | 1 | 1 | 1 | |
Amortization of acquisition-related intangible assets | [2] | $ 1 | $ 1 | ||
Capital expenditures | [2] | $ 2 | |||
[1] | Includes amortization of capitalized software. | ||||
[2] | Corporate is included to reconcile each item to the total for the Company. |
Reconciliation of Adjusted EBIT
Reconciliation of Adjusted EBITDA to Income Loss from Continuing Operations before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Segment Reporting [Abstract] | |||||
Adjusted EBITDA (including corporate) | $ 178 | $ 159 | $ 353 | $ 304 | |
Depreciation | [1] | (27) | (27) | (56) | (51) |
Amortization of acquisition-related intangible assets | (21) | (41) | (42) | (84) | |
Trade name impairment | 0 | (339) | |||
Severance and facility closure costs | (2) | (2) | (4) | (7) | |
Stock compensation expense | (13) | (11) | (23) | (20) | |
Management fees | (2) | (1) | (4) | (3) | |
Other costs (included in operating income) | (5) | (1) | (12) | ||
Interest expense, net | (70) | (72) | (141) | (146) | |
Loss on extinguishment of debt | (61) | ||||
Other income (expense) | 1 | 1 | |||
Income (loss) from continuing operations before income taxes | $ 39 | $ 5 | $ 83 | $ (419) | |
[1] | Includes amortization of capitalized software. |
Liability for Workforce Reducti
Liability for Workforce Reductions and Facility Closures (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Beginning Balance | $ 25 |
Expense | 7 |
Paid | (13) |
Other adjustments | (3) |
Ending Balance | 16 |
Workforce-related | |
Restructuring Cost And Reserve [Line Items] | |
Beginning Balance | 12 |
Expense | 7 |
Paid | (10) |
Other adjustments | (3) |
Ending Balance | 6 |
Facilities | |
Restructuring Cost And Reserve [Line Items] | |
Beginning Balance | 13 |
Expense | 0 |
Paid | (3) |
Ending Balance | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||||||
Issuance of SpinCo term loan | $ 4,672 | $ 4,672 | ||||
Goldman Sachs And Company | Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, expenses | $ 1 | |||||
SpinCo | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of SpinCo term loan | $ 1,025 | |||||
Senior notes | 425 | |||||
FS Businesses | ||||||
Related Party Transaction [Line Items] | ||||||
Revenues | 1 | $ 1 | 1 | |||
AS | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts receivable from related parties | 1 | 1 | ||||
Management Fees | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, accrued expenses | 2 | 2 | $ 3 | |||
Management Fees | Discontinued Operations | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, expenses | 1 | |||||
Management Fees | Discontinued Operations | SpinCo | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, expenses | 15 | |||||
Management Fees | Discontinued Operations | FS Businesses | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, expenses | $ 1 | |||||
Management Fees | Selling, General and Administrative Expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, expenses | 2 | 2 | 4 | $ 4 | ||
GMSA | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transactions, expenses | 42 | |||||
Related party transactions, cost and expenses | 9 | $ 9 | 18 | |||
Accounts Payable | 3 | 3 | ||||
Other Commitment | $ 24 | $ 24 | ||||
Remaining agreement commitment, expiration date | Mar. 31, 2016 |
Supplemental Guarantor Conden63
Supplemental Guarantor Condensed Consolidating Financial Statements - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Percentage of each of the Guarantors owned by SDS | 100.00% |
Supplemental Condensed Consolid
Supplemental Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 | |
Current: | |||
Cash and cash equivalents | $ 538 | $ 447 | |
Prepaid expenses, taxes and other current assets | 108 | 116 | |
Total current assets | 1,207 | 1,249 | |
Property and equipment, net | 149 | 152 | |
Trade name | 672 | 672 | |
Goodwill | 3,744 | 3,760 | |
Total Assets | 6,405 | 6,511 | |
Current: | |||
Short-term and current portion of long-term debt | 3 | ||
Total current liabilities | 880 | 998 | |
Long-term debt | 4,669 | 4,669 | |
Deferred and other income taxes | 604 | 616 | |
Other liabilities | 32 | 39 | |
Total liabilities | 6,185 | 6,322 | |
Total equity | 120 | 92 | |
Total Liabilities and Equity | 6,405 | 6,511 | |
Parent | |||
Current: | |||
Cash and cash equivalents | 254 | 202 | |
Trade receivables, net | 1 | ||
Prepaid expenses, taxes and other current assets | 18 | 32 | |
Total current assets | 272 | 235 | |
Property and equipment, net | 1 | ||
Intangible assets, net | 60 | 68 | |
Deferred income taxes | 74 | 69 | |
Intercompany balances | 178 | 194 | |
Investment in subsidiaries | 8,266 | 8,039 | |
Total Assets | 8,851 | 8,605 | |
Current: | |||
Intercompany balances | 3,761 | 3,549 | |
Accounts payable and other current liabilities | 70 | 59 | |
Total current liabilities | 3,831 | 3,608 | |
Long-term debt | 4,529 | 4,529 | |
Intercompany debt | 161 | 162 | |
Deferred and other income taxes | 95 | 101 | |
Total liabilities | 8,616 | 8,400 | |
Total equity | 235 | 205 | |
Total Liabilities and Equity | 8,851 | 8,605 | |
Guarantor Subsidiaries | |||
Current: | |||
Cash and cash equivalents | (5) | 1 | |
Intercompany balances | 3,289 | 3,049 | |
Trade receivables, net | [1] | 407 | 446 |
Prepaid expenses, taxes and other current assets | 49 | 43 | |
Total current assets | 3,740 | 3,539 | |
Property and equipment, net | 97 | 94 | |
Intangible assets, net | 330 | 348 | |
Trade name | 672 | 672 | |
Intercompany balances | 6 | 8 | |
Goodwill | 3,112 | 3,099 | |
Investment in subsidiaries | 1,353 | 1,366 | |
Total Assets | 9,310 | 9,126 | |
Current: | |||
Accounts payable and other current liabilities | 474 | 510 | |
Total current liabilities | 474 | 510 | |
Deferred and other income taxes | 555 | 559 | |
Other liabilities | 15 | 18 | |
Total liabilities | 1,044 | 1,087 | |
Total equity | 8,266 | 8,039 | |
Total Liabilities and Equity | 9,310 | 9,126 | |
Non-Guarantor Subsidiaries | |||
Current: | |||
Cash and cash equivalents | 289 | 244 | |
Intercompany balances | 472 | 500 | |
Trade receivables, net | 154 | 239 | |
Prepaid expenses, taxes and other current assets | 45 | 39 | |
Total current assets | 960 | 1,022 | |
Property and equipment, net | 51 | 58 | |
Intangible assets, net | 243 | 262 | |
Intercompany balances | 155 | 154 | |
Goodwill | 632 | 661 | |
Total Assets | 2,041 | 2,157 | |
Current: | |||
Short-term and current portion of long-term debt | 3 | ||
Accounts payable and other current liabilities | 336 | 427 | |
Total current liabilities | 339 | 427 | |
Long-term debt | 140 | 140 | |
Intercompany debt | 178 | 194 | |
Deferred and other income taxes | 20 | 17 | |
Other liabilities | 11 | 13 | |
Total liabilities | 688 | 791 | |
Total equity | 1,353 | 1,366 | |
Total Liabilities and Equity | 2,041 | 2,157 | |
SunGard Data Systems Inc. | |||
Current: | |||
Cash and cash equivalents | 538 | 447 | |
Trade receivables, net | 561 | 686 | |
Prepaid expenses, taxes and other current assets | 104 | 112 | |
Total current assets | 1,203 | 1,245 | |
Property and equipment, net | 149 | 152 | |
Intangible assets, net | 633 | 678 | |
Trade name | 672 | 672 | |
Goodwill | 3,744 | 3,760 | |
Total Assets | 6,401 | 6,507 | |
Current: | |||
Short-term and current portion of long-term debt | 3 | ||
Accounts payable and other current liabilities | 872 | 994 | |
Total current liabilities | 875 | 994 | |
Long-term debt | 4,669 | 4,669 | |
Deferred and other income taxes | 596 | 608 | |
Other liabilities | 26 | 31 | |
Total liabilities | 6,166 | 6,302 | |
Total equity | 235 | 205 | |
Total Liabilities and Equity | 6,401 | 6,507 | |
Consolidation, Eliminations | |||
Current: | |||
Intercompany balances | (3,761) | (3,549) | |
Prepaid expenses, taxes and other current assets | (8) | (2) | |
Total current assets | (3,769) | (3,551) | |
Deferred income taxes | (74) | (69) | |
Intercompany balances | (339) | (356) | |
Investment in subsidiaries | (9,619) | (9,405) | |
Total Assets | (13,801) | (13,381) | |
Current: | |||
Intercompany balances | (3,761) | (3,549) | |
Accounts payable and other current liabilities | (8) | (2) | |
Total current liabilities | (3,769) | (3,551) | |
Intercompany debt | (339) | (356) | |
Deferred and other income taxes | (74) | (69) | |
Total liabilities | (4,182) | (3,976) | |
Total equity | (9,619) | (9,405) | |
Total Liabilities and Equity | $ (13,801) | $ (13,381) | |
[1] | This balance is primarily comprised of a receivable from the Company’s accounts receivable financing subsidiary, which is a non-guarantor, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. |
Supplemental Condensed Consol65
Supplemental Condensed Consolidating Balance Sheet (Parenthetical) (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | ||
Borrowings related to collateral pledged under receivables loan agreement | $ 140 | $ 140 |
Supplemental Condensed Consol66
Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements Captions [Line Items] | ||||
Revenue | $ 687 | $ 673 | $ 1,358 | $ 1,326 |
Costs and expenses | 579 | 596 | 1,135 | 1,538 |
Operating income (loss) | 108 | 77 | 223 | (212) |
Income (loss) from continuing operations before income taxes | 39 | 5 | 83 | (419) |
Benefit from (provision for) income taxes | (6) | (2) | (24) | 99 |
Income (loss) from continuing operations | 33 | 3 | 59 | (320) |
Income (loss) from discontinued operations, net of tax | 2 | (17) | ||
Net income (loss) | 33 | 3 | 61 | (337) |
Comprehensive income (loss) | 18 | (43) | (68) | (408) |
Consolidation, Eliminations | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenue | (101) | (122) | (192) | (208) |
Costs and expenses | (101) | (122) | (192) | (208) |
Net earnings (losses) of equity affiliates | (106) | (94) | (211) | 97 |
Income (loss) from continuing operations before income taxes | (106) | (94) | (211) | 97 |
Income (loss) from continuing operations | (106) | (94) | (211) | 97 |
Net income (loss) | (106) | (94) | (211) | 97 |
Comprehensive income (loss) | (152) | (100) | (164) | 100 |
Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Costs and expenses | 25 | 23 | 48 | 48 |
Operating income (loss) | (25) | (23) | (48) | (48) |
Net interest income (expense) | (67) | (67) | (134) | (136) |
Net earnings (losses) of equity affiliates | 89 | 65 | 180 | (133) |
Other income (expense) | (61) | |||
Income (loss) from continuing operations before income taxes | (3) | (25) | (2) | (378) |
Benefit from (provision for) income taxes | 36 | 28 | 63 | 68 |
Income (loss) from continuing operations | 33 | 3 | 61 | (310) |
Income (loss) from discontinued operations, net of tax | (27) | |||
Net income (loss) | 33 | 3 | 61 | (337) |
Comprehensive income (loss) | 62 | (3) | 19 | (318) |
Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenue | 497 | 479 | 980 | 950 |
Costs and expenses | 393 | 422 | 762 | 1,162 |
Operating income (loss) | 104 | 57 | 218 | (212) |
Net earnings (losses) of equity affiliates | 17 | 29 | 31 | 36 |
Income (loss) from continuing operations before income taxes | 121 | 86 | 249 | (176) |
Benefit from (provision for) income taxes | (32) | (21) | (69) | 42 |
Income (loss) from continuing operations | 89 | 65 | 180 | (134) |
Income (loss) from discontinued operations, net of tax | 1 | |||
Net income (loss) | 89 | 65 | 180 | (133) |
Comprehensive income (loss) | 112 | 68 | 156 | (158) |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenue | 291 | 316 | 570 | 584 |
Costs and expenses | 262 | 273 | 517 | 536 |
Operating income (loss) | 29 | 43 | 53 | 48 |
Net interest income (expense) | (3) | (5) | (7) | (10) |
Other income (expense) | 1 | 1 | ||
Income (loss) from continuing operations before income taxes | 27 | 38 | 47 | 38 |
Benefit from (provision for) income taxes | (10) | (9) | (18) | (11) |
Income (loss) from continuing operations | 17 | 29 | 29 | 27 |
Income (loss) from discontinued operations, net of tax | 2 | 9 | ||
Net income (loss) | 17 | 29 | 31 | 36 |
Comprehensive income (loss) | 40 | 32 | 8 | 58 |
SunGard Data Systems Inc. | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenue | 687 | 673 | 1,358 | 1,326 |
Costs and expenses | 579 | 596 | 1,135 | 1,538 |
Operating income (loss) | 108 | 77 | 223 | (212) |
Net interest income (expense) | (70) | (72) | (141) | (146) |
Other income (expense) | 1 | 1 | (61) | |
Income (loss) from continuing operations before income taxes | 39 | 5 | 83 | (419) |
Benefit from (provision for) income taxes | (6) | (2) | (24) | 99 |
Income (loss) from continuing operations | 33 | 3 | 59 | (320) |
Income (loss) from discontinued operations, net of tax | 2 | (17) | ||
Net income (loss) | 33 | 3 | 61 | (337) |
Comprehensive income (loss) | $ 62 | $ (3) | $ 19 | $ (318) |
Elimination of Cumulative Forei
Elimination of Cumulative Foreign Currency Translation Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | $ 18 | $ (43) | $ (68) | $ (408) |
Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | 62 | (3) | 19 | (318) |
Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | 112 | 68 | 156 | (158) |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | 40 | 32 | 8 | 58 |
Scenario, Previously Reported | Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | (400) | |||
Scenario, Previously Reported | Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | (191) | |||
Scenario, Previously Reported | Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | 9 | |||
Consolidation, Eliminations | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | $ (152) | $ (100) | $ (164) | 100 |
Consolidation, Eliminations | Scenario, Previously Reported | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | $ 182 |
Supplemental Condensed Consol68
Supplemental Condensed Consolidating Schedule of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||
Cash flow from operations: | ||||||
Net income (loss) | $ 33 | $ 3 | $ 61 | $ (337) | ||
Income (loss) from discontinued operations | 2 | (17) | ||||
Income (loss) from continuing operations | 33 | 3 | 59 | (320) | ||
Cash flow from (used in) continuing operations | 182 | 86 | ||||
Cash flow from (used in) discontinued operations | 34 | |||||
Cash flow from (used in) operations | 182 | 120 | ||||
Investment activities: | ||||||
Cash paid for acquired businesses, net of cash acquired | (25) | |||||
Cash paid for property and equipment and software | (27) | (30) | (55) | (58) | ||
Other investing activities | 1 | |||||
Cash provided by (used in) continuing operations | (79) | (58) | ||||
Cash provided by (used in) discontinued operations | 1 | 5 | ||||
Cash provided by (used in) investment activities | (78) | (53) | ||||
Financing activities: | ||||||
Other financing activities | (10) | (9) | ||||
Cash provided by (used in) continuing operations | (10) | (1,347) | ||||
Cash provided by (used in) discontinued operations | 887 | |||||
Cash provided by (used in) financing activities | (10) | (460) | ||||
Effect of exchange rate changes on cash | (3) | 1 | ||||
Beginning cash and cash equivalents | 447 | 706 | ||||
Ending cash and cash equivalents | 538 | 314 | 538 | 314 | ||
Consolidation, Eliminations | ||||||
Cash flow from operations: | ||||||
Net income (loss) | (106) | (94) | (211) | 97 | ||
Income (loss) from continuing operations | (106) | (94) | (211) | 97 | ||
Non cash adjustments | 211 | (97) | ||||
Investment activities: | ||||||
Intercompany transactions | (42) | (48) | ||||
Cash provided by (used in) continuing operations | (42) | (48) | ||||
Cash provided by (used in) investment activities | (42) | (48) | ||||
Financing activities: | ||||||
Intercompany dividends | 42 | 48 | ||||
Cash provided by (used in) continuing operations | 42 | 48 | ||||
Cash provided by (used in) financing activities | 42 | 48 | ||||
Parent | ||||||
Cash flow from operations: | ||||||
Net income (loss) | 33 | 3 | 61 | (337) | ||
Income (loss) from discontinued operations | (27) | |||||
Income (loss) from continuing operations | 33 | 3 | 61 | (310) | ||
Non cash adjustments | (153) | 238 | ||||
Changes in operating assets and liabilities | (56) | (98) | ||||
Cash flow from (used in) continuing operations | (148) | (170) | ||||
Cash flow from (used in) discontinued operations | (43) | |||||
Cash flow from (used in) operations | (148) | [1] | (213) | [2] | ||
Investment activities: | ||||||
Intercompany transactions | 214 | 85 | ||||
Cash paid for property and equipment and software | (2) | (1) | ||||
Cash provided by (used in) continuing operations | 212 | 84 | ||||
Cash provided by (used in) discontinued operations | 1,041 | |||||
Cash provided by (used in) investment activities | 212 | 1,125 | ||||
Financing activities: | ||||||
Net repayments of long-term debt | (1,269) | |||||
Other financing activities | (12) | (16) | ||||
Cash provided by (used in) continuing operations | (12) | (1,285) | ||||
Cash provided by (used in) financing activities | (12) | (1,285) | ||||
Increase (decrease) in cash and cash equivalents | 52 | (373) | ||||
Beginning cash and cash equivalents | 202 | 403 | [3] | |||
Ending cash and cash equivalents | 254 | 30 | 254 | 30 | ||
Guarantor Subsidiaries | ||||||
Cash flow from operations: | ||||||
Net income (loss) | 89 | 65 | 180 | (133) | ||
Income (loss) from discontinued operations | 1 | |||||
Income (loss) from continuing operations | 89 | 65 | 180 | (134) | ||
Non cash adjustments | 24 | 291 | ||||
Changes in operating assets and liabilities | 64 | 46 | ||||
Cash flow from (used in) continuing operations | 268 | 203 | ||||
Cash flow from (used in) discontinued operations | 52 | |||||
Cash flow from (used in) operations | 268 | [1] | 255 | [2] | ||
Investment activities: | ||||||
Intercompany transactions | (195) | (75) | ||||
Cash paid for acquired businesses, net of cash acquired | (21) | |||||
Cash paid for property and equipment and software | (37) | (36) | ||||
Cash provided by (used in) continuing operations | (253) | (111) | ||||
Cash provided by (used in) discontinued operations | (41) | |||||
Cash provided by (used in) investment activities | (253) | (152) | ||||
Financing activities: | ||||||
Intercompany dividends | (21) | (24) | ||||
Cash provided by (used in) continuing operations | (21) | (24) | ||||
Cash provided by (used in) discontinued operations | (80) | |||||
Cash provided by (used in) financing activities | (21) | (104) | ||||
Increase (decrease) in cash and cash equivalents | (6) | (1) | ||||
Beginning cash and cash equivalents | 1 | 2 | [3] | |||
Ending cash and cash equivalents | (5) | 1 | (5) | 1 | ||
Non-Guarantor Subsidiaries | ||||||
Cash flow from operations: | ||||||
Net income (loss) | 17 | 29 | 31 | 36 | ||
Income (loss) from discontinued operations | 2 | 9 | ||||
Income (loss) from continuing operations | 17 | 29 | 29 | 27 | ||
Non cash adjustments | 38 | 43 | ||||
Changes in operating assets and liabilities | (5) | (17) | ||||
Cash flow from (used in) continuing operations | 62 | 53 | ||||
Cash flow from (used in) discontinued operations | 25 | |||||
Cash flow from (used in) operations | 62 | [1] | 78 | [2] | ||
Investment activities: | ||||||
Intercompany transactions | 23 | 38 | ||||
Cash paid for acquired businesses, net of cash acquired | (4) | |||||
Cash paid for property and equipment and software | (16) | (21) | ||||
Other investing activities | 1 | |||||
Cash provided by (used in) continuing operations | 4 | 17 | ||||
Cash provided by (used in) discontinued operations | 1 | (995) | ||||
Cash provided by (used in) investment activities | 5 | (978) | ||||
Financing activities: | ||||||
Intercompany dividends | (21) | (24) | ||||
Net repayments of long-term debt | 2 | (62) | ||||
Cash provided by (used in) continuing operations | (19) | (86) | ||||
Cash provided by (used in) discontinued operations | 967 | |||||
Cash provided by (used in) financing activities | (19) | 881 | ||||
Effect of exchange rate changes on cash | (3) | 1 | ||||
Increase (decrease) in cash and cash equivalents | 45 | (18) | ||||
Beginning cash and cash equivalents | 244 | 301 | [3] | |||
Ending cash and cash equivalents | 289 | 283 | 289 | 283 | ||
SunGard Data Systems Inc. | ||||||
Cash flow from operations: | ||||||
Net income (loss) | 33 | 3 | 61 | (337) | ||
Income (loss) from discontinued operations | 2 | (17) | ||||
Income (loss) from continuing operations | 33 | 3 | 59 | (320) | ||
Non cash adjustments | 120 | 475 | ||||
Changes in operating assets and liabilities | 3 | (69) | ||||
Cash flow from (used in) continuing operations | 182 | 86 | ||||
Cash flow from (used in) discontinued operations | 34 | |||||
Cash flow from (used in) operations | 182 | [1] | 120 | [2] | ||
Investment activities: | ||||||
Cash paid for acquired businesses, net of cash acquired | (25) | |||||
Cash paid for property and equipment and software | (55) | (58) | ||||
Other investing activities | 1 | |||||
Cash provided by (used in) continuing operations | (79) | (58) | ||||
Cash provided by (used in) discontinued operations | 1 | 5 | ||||
Cash provided by (used in) investment activities | (78) | (53) | ||||
Financing activities: | ||||||
Net repayments of long-term debt | 2 | (1,331) | ||||
Other financing activities | (12) | (16) | ||||
Cash provided by (used in) continuing operations | (10) | (1,347) | ||||
Cash provided by (used in) discontinued operations | 887 | |||||
Cash provided by (used in) financing activities | (10) | (460) | ||||
Effect of exchange rate changes on cash | (3) | 1 | ||||
Increase (decrease) in cash and cash equivalents | 91 | (392) | ||||
Beginning cash and cash equivalents | 447 | 706 | [3] | |||
Ending cash and cash equivalents | $ 538 | $ 314 | $ 538 | $ 314 | ||
[1] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the six months ended June 30, 2015, the Parent Company allocated approximately $77 million of tax liabilities to its Guarantor Subsidiaries. | |||||
[2] | Cash flows from (used in) operations for the Parent Company and Guarantor Subsidiaries do not include any amounts related to their respective stand-alone income tax liabilities as the Company has not historically cash settled the intercompany balances associated with the push down of such liabilities to the Guarantor Subsidiaries. During the six months ended June 30, 2014, the Parent Company allocated approximately $96 million of tax liabilities to its Guarantor Subsidiaries. During the three months ended March 31, 2014, the Parent Company and the Guarantor Subsidiaries decided to effect a non-cash settlement of the accumulated income tax receivable and payable balances in the amount of approximately $1.5 billion. Therefore, these transactions are not reflected in the Condensed Consolidating Statement of Cash Flows presented above. | |||||
[3] | Includes cash of discontinued operations. |
Supplemental Condensed Consol69
Supplemental Condensed Consolidating Schedule of Cash Flows (Parenthetical) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements Captions [Line Items] | ||
Accrued income taxes | $ 15 | $ (25) |
Intercompany non-cash adjustment for push-down of income tax balances | 1,500 | |
Guarantor Subsidiaries | ||
Condensed Financial Statements Captions [Line Items] | ||
Accrued income taxes | $ 77 | $ 96 |