Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document Information [Line Items] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
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 | 261,863,739 |
Class L common stock, convertible | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding | 29,095,969 |
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 | Sep. 30, 2015 | Dec. 31, 2014 |
Current: | ||
Cash and cash equivalents | $ 591 | $ 447 |
Trade receivables, less allowance for doubtful accounts of $22 and $21 | 439 | 572 |
Earned but unbilled receivables | 108 | 114 |
Prepaid expenses and other current assets | 149 | 116 |
Assets held for sale | 24 | |
Total current assets | 1,311 | 1,249 |
Property and equipment, less accumulated depreciation of $414 and $428 | 142 | 152 |
Software products, less accumulated amortization of $1,754 and $1,756 | 210 | 224 |
Customer base, less accumulated amortization of $531 and $553 | 321 | 360 |
Other assets, less accumulated amortization of $22 and $23 | 69 | 94 |
Trade name | 672 | 672 |
Goodwill | 3,733 | 3,760 |
Total Assets | 6,458 | 6,511 |
Current: | ||
Accounts payable | 7 | 21 |
Accrued compensation and benefits | 183 | 227 |
Accrued interest expense | 68 | 30 |
Other accrued expenses | 124 | 131 |
Deferred revenue | 507 | 589 |
Liabilities related to assets held for sale | 8 | |
Total current liabilities | 897 | 998 |
Long-term debt | 4,669 | 4,669 |
Deferred and other income taxes | 618 | 616 |
Other long-term liabilities | 27 | 39 |
Total liabilities | $ 6,211 | $ 6,322 |
Commitments and contingencies | ||
Noncontrolling interest in preferred stock of SCCII subject to a put option | $ 44 | $ 37 |
Stockholders' equity: | ||
Capital in excess of par value | 2,612 | 2,674 |
Treasury stock, Value | (1) | (38) |
Accumulated deficit | (3,921) | (3,902) |
Accumulated other comprehensive income (loss) | (190) | (132) |
Total stockholder's equity | (1,500) | (1,398) |
Non-controlling Interest | 1,637 | 1,490 |
Total equity | 137 | 92 |
Total Liabilities and Equity | 6,458 | 6,511 |
SunGard Capital Corp. II | ||
Current: | ||
Cash and cash equivalents | 591 | 447 |
Trade receivables, less allowance for doubtful accounts of $22 and $21 | 439 | 572 |
Earned but unbilled receivables | 108 | 114 |
Prepaid expenses and other current assets | 149 | 116 |
Assets held for sale | 24 | |
Total current assets | 1,311 | 1,249 |
Property and equipment, less accumulated depreciation of $414 and $428 | 142 | 152 |
Software products, less accumulated amortization of $1,754 and $1,756 | 210 | 224 |
Customer base, less accumulated amortization of $531 and $553 | 321 | 360 |
Other assets, less accumulated amortization of $22 and $23 | 69 | 94 |
Trade name | 672 | 672 |
Goodwill | 3,733 | 3,760 |
Total Assets | 6,458 | 6,511 |
Current: | ||
Accounts payable | 7 | 21 |
Accrued compensation and benefits | 183 | 227 |
Accrued interest expense | 68 | 30 |
Other accrued expenses | 118 | 127 |
Deferred revenue | 507 | 589 |
Liabilities related to assets held for sale | 8 | |
Total current liabilities | 891 | 994 |
Long-term debt | 4,669 | 4,669 |
Deferred and other income taxes | 618 | 616 |
Other long-term liabilities | 26 | 32 |
Total liabilities | $ 6,204 | $ 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 $1,498 million and $1,639 million; 14,999,000 shares authorized, 10,060,069 and 10,064,615 shares issued | ||
Capital in excess of par value | $ 3,485 | $ 3,519 |
Treasury stock, Value | (261) | (280) |
Accumulated deficit | (2,811) | (2,939) |
Accumulated other comprehensive income (loss) | (190) | (132) |
Total stockholder's equity | 223 | 168 |
Non-controlling Interest | 1 | 1 |
Total equity | 224 | 169 |
Total Liabilities and Equity | 6,458 | 6,511 |
SunGard Capital Corp. II | Preferred Stock | ||
Current: | ||
Stock subject to a put option | 30 | 31 |
SunGard Data Systems Inc. | ||
Current: | ||
Cash and cash equivalents | 591 | 447 |
Trade receivables, less allowance for doubtful accounts of $22 and $21 | 439 | 572 |
Earned but unbilled receivables | 108 | 114 |
Prepaid expenses and other current assets | 145 | 112 |
Assets held for sale | 24 | |
Total current assets | 1,307 | 1,245 |
Property and equipment, less accumulated depreciation of $414 and $428 | 142 | 152 |
Software products, less accumulated amortization of $1,754 and $1,756 | 210 | 224 |
Customer base, less accumulated amortization of $531 and $553 | 321 | 360 |
Other assets, less accumulated amortization of $22 and $23 | 69 | 94 |
Trade name | 672 | 672 |
Goodwill | 3,733 | 3,760 |
Total Assets | 6,454 | 6,507 |
Current: | ||
Accounts payable | 7 | 21 |
Accrued compensation and benefits | 183 | 227 |
Accrued interest expense | 68 | 30 |
Other accrued expenses | 123 | 127 |
Deferred revenue | 507 | 589 |
Liabilities related to assets held for sale | 8 | |
Total current liabilities | 896 | 994 |
Long-term debt | 4,669 | 4,669 |
Deferred and other income taxes | 609 | 608 |
Other long-term liabilities | 26 | 31 |
Total liabilities | $ 6,200 | $ 6,302 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Capital in excess of par value | $ 3,359 | $ 3,380 |
Accumulated deficit | (2,916) | (3,044) |
Accumulated other comprehensive income (loss) | (190) | (132) |
Total stockholder's equity | 253 | 204 |
Non-controlling Interest | 1 | 1 |
Total equity | 254 | 205 |
Total Liabilities and Equity | 6,454 | 6,507 |
Class L common stock, convertible | ||
Current: | ||
Stock subject to a put option | 63 | 57 |
Class A common stock | ||
Current: | ||
Stock subject to a put option | $ 3 | $ 3 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Trade receivables, allowance for doubtful accounts | $ 21 | $ 22 |
Property and equipment, accumulated depreciation | 428 | 414 |
Software products, accumulated amortization | 1,756 | 1,754 |
Customer base, accumulated amortization | 553 | 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 | 428 | 414 |
Software products, accumulated amortization | 1,756 | 1,754 |
Customer base, accumulated amortization | 553 | 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 | 2,395,453 | 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 | $ 1,639 | $ 1,498 |
Preferred stock, shares authorized | 14,999,000 | 14,999,000 |
Preferred stock, shares issued | 10,064,615 | 10,060,069 |
SunGard Data Systems Inc. | ||
Trade receivables, allowance for doubtful accounts | $ 21 | $ 22 |
Property and equipment, accumulated depreciation | 428 | 414 |
Software products, accumulated amortization | 1,756 | 1,754 |
Customer base, accumulated amortization | 553 | 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 | $ 8,952 | $ 8,064 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 29,107,221 | 29,062,421 |
Treasury stock, shares | 11,252 | 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 | 261,965,007 | 261,565,118 |
Treasury stock, shares | 101,268 | 3,985,453 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Revenue | $ 702 | $ 691 | $ 2,060 | $ 2,017 | |
Costs and expenses: | |||||
Cost of sales and direct operating (excluding items described in Note 1) | 282 | 280 | 833 | 822 | |
Sales, marketing and administration | 163 | 167 | 476 | 493 | |
Product development and maintenance | 83 | 91 | 256 | 287 | |
Depreciation | [1],[2] | 31 | 28 | 87 | 79 |
Amortization of acquisition-related intangible assets | 23 | 30 | 65 | 114 | |
Trade name impairment charge | 0 | 339 | |||
Total costs and expenses | 582 | 596 | 1,717 | 2,134 | |
Operating income (loss) | 120 | 95 | 343 | (117) | |
Other income (expense): | |||||
Interest income | 1 | 2 | 1 | ||
Interest expense and amortization of deferred financing fees | (73) | (73) | (215) | (220) | |
Loss on extinguishment of debt | (61) | ||||
Other income (expense) | 1 | ||||
Other income (expense) | (72) | (73) | (212) | (280) | |
Income (loss) from continuing operations before income taxes | 48 | 22 | 131 | (397) | |
Benefit from (provision for) income taxes | 17 | (11) | (7) | 88 | |
Income (loss) from continuing operations | 65 | 11 | 124 | (309) | |
Income (loss) from discontinued operations, net of tax | 2 | 4 | (17) | ||
Net income (loss) | 67 | 11 | 128 | (326) | |
Income attributable to the non-controlling interest | (60) | (42) | (147) | (132) | |
Net income (loss) attributable to SunGard | 7 | (31) | (19) | (458) | |
Other comprehensive income (loss): | |||||
Foreign currency translation, net | (13) | (56) | (52) | (35) | |
Unrealized gain (loss) on derivative instruments, net of tax | (3) | 2 | (6) | ||
Other comprehensive income (loss), net of tax | (16) | (54) | (58) | (35) | |
Comprehensive income (loss) | 51 | (43) | 70 | (361) | |
Comprehensive (income) loss attributable to the non-controlling interest | (60) | (42) | (147) | (132) | |
Comprehensive income (loss) | (9) | (85) | (77) | (493) | |
SunGard Capital Corp. II | |||||
Revenue | 702 | 691 | 2,060 | 2,017 | |
Costs and expenses: | |||||
Cost of sales and direct operating (excluding items described in Note 1) | 282 | 280 | 833 | 822 | |
Sales, marketing and administration | 163 | 167 | 476 | 493 | |
Product development and maintenance | 83 | 91 | 256 | 287 | |
Depreciation | 31 | 28 | 87 | 79 | |
Amortization of acquisition-related intangible assets | 23 | 30 | 65 | 114 | |
Trade name impairment charge | 339 | ||||
Total costs and expenses | 582 | 596 | 1,717 | 2,134 | |
Operating income (loss) | 120 | 95 | 343 | (117) | |
Other income (expense): | |||||
Interest income | 1 | 2 | 1 | ||
Interest expense and amortization of deferred financing fees | (73) | (73) | (215) | (220) | |
Loss on extinguishment of debt | (61) | ||||
Other income (expense) | 1 | ||||
Other income (expense) | (72) | (73) | (212) | (280) | |
Income (loss) from continuing operations before income taxes | 48 | 22 | 131 | (397) | |
Benefit from (provision for) income taxes | 17 | (11) | (7) | 88 | |
Income (loss) from continuing operations | 65 | 11 | 124 | (309) | |
Income (loss) from discontinued operations, net of tax | 2 | 4 | (17) | ||
Net income (loss) | 67 | 11 | 128 | (326) | |
Other comprehensive income (loss): | |||||
Foreign currency translation, net | (13) | (56) | (52) | (35) | |
Unrealized gain (loss) on derivative instruments, net of tax | (3) | 2 | (6) | ||
Other comprehensive income (loss), net of tax | (16) | (54) | (58) | (35) | |
Comprehensive income (loss) | 51 | (43) | 70 | (361) | |
SunGard Data Systems Inc. | |||||
Revenue | 702 | 691 | 2,060 | 2,017 | |
Costs and expenses: | |||||
Cost of sales and direct operating (excluding items described in Note 1) | 282 | 280 | 833 | 822 | |
Sales, marketing and administration | 163 | 167 | 476 | 493 | |
Product development and maintenance | 83 | 91 | 256 | 287 | |
Depreciation | 31 | 28 | 87 | 79 | |
Amortization of acquisition-related intangible assets | 23 | 30 | 65 | 114 | |
Trade name impairment charge | 339 | ||||
Total costs and expenses | 582 | 596 | 1,717 | 2,134 | |
Operating income (loss) | 120 | 95 | 343 | (117) | |
Other income (expense): | |||||
Interest income | 1 | 2 | 1 | ||
Interest expense and amortization of deferred financing fees | (73) | (73) | (215) | (220) | |
Loss on extinguishment of debt | (61) | ||||
Other income (expense) | 1 | ||||
Other income (expense) | (72) | (73) | (212) | (280) | |
Income (loss) from continuing operations before income taxes | 48 | 22 | 131 | (397) | |
Benefit from (provision for) income taxes | 17 | (11) | (7) | 88 | |
Income (loss) from continuing operations | 65 | 11 | 124 | (309) | |
Income (loss) from discontinued operations, net of tax | 2 | 4 | (17) | ||
Net income (loss) | 67 | 11 | 128 | (326) | |
Other comprehensive income (loss): | |||||
Foreign currency translation, net | (13) | (56) | (52) | (35) | |
Unrealized gain (loss) on derivative instruments, net of tax | (3) | 2 | (6) | ||
Other comprehensive income (loss), net of tax | (16) | (54) | (58) | (35) | |
Comprehensive income (loss) | $ 51 | $ (43) | $ 70 | $ (361) | |
[1] | Corporate is included to reconcile each item to the total for the Company. | ||||
[2] | Includes amortization of capitalized software. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | |||
Cash flow from operations: | ||||
Net income (loss) | $ 128 | $ (326) | ||
Income (loss) from discontinued operations | 4 | (17) | ||
Income (loss) from continuing operations | 124 | (309) | ||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||
Depreciation and amortization | 152 | 193 | ||
Trade name impairment charge | 0 | 339 | ||
Deferred income tax provision (benefit) | (20) | (105) | ||
Stock compensation expense | 36 | 33 | ||
Amortization of deferred financing costs and debt discount | 12 | 14 | ||
Loss on extinguishment of debt | 61 | |||
Other non-cash items | (1) | |||
Excess income tax benefit from equity compensation | (7) | |||
Changes in working capital: | ||||
Accounts receivable and other current assets | 124 | 123 | ||
Accounts payable and accrued expenses | (68) | (80) | ||
Accrued interest | 38 | 34 | ||
Accrued income taxes | 4 | (7) | ||
Deferred revenue | (71) | (74) | ||
Cash flow from (used in) continuing operations | 323 | 222 | ||
Cash flow from (used in) discontinued operations | 34 | |||
Cash flow from (used in) operations | 323 | 256 | ||
Investment activities: | ||||
Cash paid for acquired businesses, net of cash acquired | (25) | (4) | ||
Additions to property and equipment, and software | (41) | (52) | ||
Additions to capitalized software | (44) | (46) | ||
Other investing activities | 1 | |||
Cash provided by (used in) continuing operations | (109) | (102) | ||
Cash provided by (used in) discontinued operations | 1 | 7 | ||
Cash provided by (used in) investment activities | (108) | (95) | ||
Financing activities: | ||||
Cash received from borrowings, net of fees | (7) | |||
Cash used to repay debt | (1) | (1,324) | ||
Excess income tax benefit from equity compensation | 7 | |||
Cash used to purchase treasury stock | (56) | (7) | ||
Other financing activities | (4) | (11) | ||
Cash provided by (used in) continuing operations | (54) | (1,349) | ||
Cash provided by (used in) discontinued operations | 887 | |||
Cash provided by (used in) financing activities | (54) | (462) | ||
Effect of exchange rate changes on cash | (13) | (9) | ||
Increase (decrease) in cash and cash equivalents | 148 | (310) | ||
Beginning cash and cash equivalents | 447 | 706 | ||
Ending cash and cash equivalents | 595 | 396 | ||
Supplemental information: | ||||
Interest paid | 164 | 195 | ||
Income taxes paid, net of refunds of $17 million and $21 million, respectively | 23 | 32 | ||
Non-cash financing activities: | ||||
Distribution of net assets of SpinCo (See Note 1) | 229 | |||
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) | 128 | (326) | ||
Income (loss) from discontinued operations | 4 | (17) | ||
Income (loss) from continuing operations | 124 | (309) | ||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||
Depreciation and amortization | 152 | 193 | ||
Trade name impairment charge | 339 | |||
Deferred income tax provision (benefit) | (20) | (105) | ||
Stock compensation expense | 36 | 33 | ||
Amortization of deferred financing costs and debt discount | 12 | 14 | ||
Loss on extinguishment of debt | 61 | |||
Other non-cash items | (1) | |||
Excess income tax benefit from equity compensation | (7) | |||
Changes in working capital: | ||||
Accounts receivable and other current assets | 124 | 123 | ||
Accounts payable and accrued expenses | (68) | (80) | ||
Accrued interest | 38 | 34 | ||
Accrued income taxes | 4 | (7) | ||
Deferred revenue | (71) | (74) | ||
Cash flow from (used in) continuing operations | 323 | 222 | ||
Cash flow from (used in) discontinued operations | 34 | |||
Cash flow from (used in) operations | 323 | 256 | ||
Investment activities: | ||||
Cash paid for acquired businesses, net of cash acquired | (25) | (4) | ||
Additions to property and equipment, and software | (41) | (52) | ||
Additions to capitalized software | (44) | (46) | ||
Other investing activities | 1 | |||
Cash provided by (used in) continuing operations | (109) | (102) | ||
Cash provided by (used in) discontinued operations | 1 | 7 | ||
Cash provided by (used in) investment activities | (108) | (95) | ||
Financing activities: | ||||
Cash received from borrowings, net of fees | (7) | |||
Cash used to repay debt | (1) | (1,324) | ||
Excess income tax benefit from equity compensation | 7 | |||
Cash used to purchase treasury stock | (20) | (3) | ||
Other financing activities | (40) | (15) | ||
Cash provided by (used in) continuing operations | (54) | (1,349) | ||
Cash provided by (used in) discontinued operations | 887 | |||
Cash provided by (used in) financing activities | (54) | (462) | ||
Effect of exchange rate changes on cash | (13) | (9) | ||
Increase (decrease) in cash and cash equivalents | 148 | (310) | ||
Beginning cash and cash equivalents | 447 | 706 | ||
Ending cash and cash equivalents | 595 | 396 | ||
Supplemental information: | ||||
Interest paid | 164 | 195 | ||
Income taxes paid, net of refunds of $17 million and $21 million, respectively | 23 | 32 | ||
Non-cash financing activities: | ||||
Distribution of net assets of SpinCo (See Note 1) | 229 | |||
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) | 128 | (326) | ||
Income (loss) from discontinued operations | 4 | (17) | ||
Income (loss) from continuing operations | 124 | (309) | ||
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations: | ||||
Depreciation and amortization | 152 | 193 | ||
Trade name impairment charge | 339 | |||
Deferred income tax provision (benefit) | (20) | (105) | ||
Stock compensation expense | 36 | 33 | ||
Amortization of deferred financing costs and debt discount | 12 | 14 | ||
Loss on extinguishment of debt | 61 | |||
Other non-cash items | (1) | |||
Excess income tax benefit from equity compensation | (7) | |||
Changes in working capital: | ||||
Accounts receivable and other current assets | 124 | 123 | ||
Accounts payable and accrued expenses | (68) | (80) | ||
Accrued interest | 38 | 34 | ||
Accrued income taxes | 4 | (7) | ||
Deferred revenue | (71) | (74) | ||
Cash flow from (used in) continuing operations | 323 | 222 | ||
Cash flow from (used in) discontinued operations | 34 | |||
Cash flow from (used in) operations | 323 | [1] | 256 | [2] |
Investment activities: | ||||
Cash paid for acquired businesses, net of cash acquired | (25) | (4) | ||
Additions to property and equipment, and software | (41) | (52) | ||
Additions to capitalized software | (44) | (46) | ||
Other investing activities | 1 | |||
Cash provided by (used in) continuing operations | (109) | (102) | ||
Cash provided by (used in) discontinued operations | 1 | 7 | ||
Cash provided by (used in) investment activities | (108) | (95) | ||
Financing activities: | ||||
Cash received from borrowings, net of fees | (7) | |||
Cash used to repay debt | (1) | (1,324) | ||
Excess income tax benefit from equity compensation | 7 | |||
Other financing activities | (60) | (18) | ||
Cash provided by (used in) continuing operations | (54) | (1,349) | ||
Cash provided by (used in) discontinued operations | 887 | |||
Cash provided by (used in) financing activities | (54) | (462) | ||
Effect of exchange rate changes on cash | (13) | (9) | ||
Increase (decrease) in cash and cash equivalents | 148 | (310) | ||
Beginning cash and cash equivalents | 447 | 706 | [3] | |
Ending cash and cash equivalents | 595 | [4] | 396 | |
Supplemental information: | ||||
Interest paid | 164 | 195 | ||
Income taxes paid, net of refunds of $17 million and $21 million, respectively | $ 23 | 32 | ||
Non-cash financing activities: | ||||
Distribution of net assets of SpinCo (See Note 1) | 233 | |||
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 nine months ended September 30, 2015, the Parent Company allocated approximately $117 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 nine months ended September 30, 2014, the Parent Company allocated approximately $126 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. | |||
[4] | Includes $4 million of Non-Guarantor cash reflected in assets held for sale. |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash and cash equivalents, cash held for sale | $ 4 | $ 0 | $ 0 | $ 31 |
Income taxes paid, net of refunds | 21 | 17 | ||
SunGard Capital Corp. II | ||||
Cash and cash equivalents, cash held for sale | 4 | 0 | 0 | 31 |
Income taxes paid, net of refunds | 21 | 17 | ||
SunGard Data Systems Inc. | ||||
Cash and cash equivalents, cash held for sale | 4 | 0 | $ 0 | $ 31 |
Income taxes paid, net of refunds | $ 21 | $ 17 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 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 August 12, 2015, the Company and SCCII entered into an Agreement and Plan of Merger (“Merger Agreement”) with Fidelity National Information Services, Inc., a Georgia corporation (“FIS”) and other parties named therein. Under the terms of the Merger Agreement, FIS will acquire 100 percent of the equity of SunGard as well as assume $4.7 billion of debt representing an unaffected enterprise value of $9.1 billion. At closing, SunGard shareholders will receive an aggregate of 44,663,899 shares of common stock of FIS and $2,288,700,000 in cash, subject to certain adjustments and less the number of FIS shares representing unvested RSUs of SunGard that will be converted into RSUs of FIS at the closing. In addition, FIS will also assume, repay or refinance all of SunGard’s outstanding debt, totaling approximately $4.7 billion. The transaction is subject to certain customary closing conditions, including the approval by the stockholders of SunGard. 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 nine months ended September 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 three and nine months ended September 30, 2014. The following table presents the amounts as originally reported and as revised for each of SunGard, SCCII and SDS (in millions): Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 As Reported As Revised As Reported As Revised Other Comprehensive Income (loss) $ (47 ) $ (54 ) $ (110 ) $ (35 ) Comprehensive Income (Loss) (36 ) (43 ) (436 ) (361 ) Comprehensive Income (Loss) attributable to SunGard (78 ) (85 ) (568 ) (493 ) 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 date of adoption, 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. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 clarifies ASU 2015-03 by allowing the presentation of debt issuance costs related to a line-of-credit to be recorded as an asset instead of as a direct deduction of the carrying amount of the debt liability as required by ASU 2015-03, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. 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. In September 2015, the FASB issued ASU-2015-16 “Business Combination: Simplifying the Accounting for Measurement-Period Adjustments.” The new guidance eliminates the requirement to make retrospective adjustments and revise comparative information from prior periods when new information is obtained about facts and circumstances that existed as of the acquisition date. Instead, the acquiring entity is required to record adjustments in the reporting period they are determined. For public companies, the new standard is effective for annual periods, including interim periods, beginning after December 15, 2015. The adoption of ASU 2015-16 is not expected to have a material impact on the Company’s consolidated financial statements. |
Expense Classification
Expense Classification | 9 Months Ended |
Sep. 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 nine months ended September 30, 2014 is as follows (in millions): Three Months Ended September 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) $ 271 $ 3 $ 6 $ 280 Sales, marketing and administration 171 (4 ) - 167 Product development and maintenance 96 1 (6 ) 91 Total functional expenses $ 538 $ - $ - $ 538 Nine Months Ended September 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) $ 799 $ 6 $ 17 $ 822 Sales, marketing and administration 503 (10 ) - 493 Product development and maintenance 300 4 (17 ) 287 Total functional expenses $ 1,602 $ - $ - $ 1,602 |
Acquisitions and Discontinued O
Acquisitions and Discontinued Operations | 9 Months Ended |
Sep. 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): Nine months ended September 30, Acquired businesses: 2015 Software products $ 10 Customer base 6 Goodwill 16 Other intangible assets 2 Deferred income taxes (6 ) Purchase price obligations and debt assumed (1 ) Net current assets (liabilities) assumed (2 ) Cash paid for acquired business $ 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. During the third quarter of 2015, a $2 million benefit for income taxes was included in discontinued operations. The results for discontinued operations for the three and nine months ended September 30, 2014 and 2015 were as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Revenue $ - $ - $ 338 $ - Operating income (loss) - - (25 ) - Interest expense - - (18 ) - Gain on sale of business - - 22 2 Income (loss) before income taxes - - (21 ) 2 Benefit from income taxes - 2 4 2 Income (loss) from discontinued operations $ - $ 2 $ (17 ) $ 4 Assets and Liabilities Classified as Held for Sale On October 1, 2015 the Company completed the sale of a small business within the FS segment in exchange for $12 million plus cash assumed, subject to a final working capital adjustment. During the three months ended September 30, 2015, the Company recognized a combined $3 million impairment of its customer base and software assets. Assets held for sale and liabilities related to assets held for sale at September 30, 2015 include the following (in millions): September 30, 2015 Cash $ 4 Trade receivables, net 9 Property and equipment, net 1 Software products, net 4 Goodwill 6 Assets classified as held for sale $ 24 Accrued compensation and benefits $ 2 Other accrued expenses 1 Deferred revenue 5 Liabilities related to assets held for sale $ 8 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 4. Intangible Assets and Goodwill: Trade Name The trade name intangible asset represents the fair value of the SunGard trade name and is an indefinite lived asset not subject to amortization. As of July 1, 2015, the Company performed its annual impairment test and determined that the fair value of the trade name exceeded its carrying value resulting in no impairment of the trade name. The Company developed certain assumptions and estimates related to the calculation of the fair value of its trade name. The fair value assumptions and estimates primarily included projections of future revenues and growth rates, a royalty rate, a tax rate, and a discount rate. The assumptions about future revenues and growth rates are based on management’s assessment of a number of factors, including the Company’s recent performance against budget, performance in the markets that the company serves, as well as industry and general economic data from third party sources. In addition to future revenue projections, the assumed royalty rate and discount rate are critical assumptions considered in the trade name impairment test. Furthermore, to the extent that businesses are divested in the future, or projected revenues decline, the revenue supporting the trade name will decline which may result in impairment charges. Goodwill GAAP requires the Company to perform a goodwill impairment test annually and more frequently when negative conditions or triggering events arise. The Company completes its annual goodwill impairment test as of July 1 for each of its 10 reporting units. The Company has the option of performing an assessment of certain qualitative factors to determine if it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying value (referred to as a “step zero” test) or proceeding directly to a quantitative analysis (referred to as a “step one” test). As a result of a 2015 re-organization impacting the makeup of its reporting units, the timing of the last step-one tests, and the evidence of an external valuation of SunGard, management chose to perform a step-one test for each SunGard reporting unit. In these step-one tests, the estimated fair value of each reporting unit is compared to its carrying value. The Company estimated the fair values of each reporting unit by assigning an EBITDA multiple to each reporting unit (the market approach), based on an overall SunGard EBITDA multiple implied as a part of the planned acquisition of SunGard by FIS. Multiples were assigned to each reporting unit based on projected revenue and EBITDA growth, EBITDA margins, CAPEX, and other qualitative factors. The valuation for each reporting unit was based on three years of EBITDA (2014, 2015, and 2016) multiplied by the selected multiple and averaged over the three year period. If there is a deficiency (the estimated fair value of a reporting unit is less than its carrying value), a step-two test is required. For each reporting unit, the calculated fair value exceeded carrying value. Moreover, the reporting unit multiples as well as the overall valuation were consistent with the Company’s value implied as part of the planned acquisition of SunGard by FIS. Therefore, management determined that it was not necessary to perform any step-two tests. Estimating the fair value of a reporting unit requires various assumptions including projections of future earnings, as well as the presumed multiple for each reporting unit. The assumptions about future earnings are based on management’s assessment of a number of factors, including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves, as well as industry and general economic data from third party sources. Changes to the underlying businesses could affect the future earnings, which in turn could affect the fair value of the reporting unit. The following table summarizes the changes in goodwill, by segment, for the nine months ended September 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 1 15 16 - 16 Effect of foreign currency translation (36 ) - (36 ) - (36 ) Transfer to assets held for sale (6 ) - (6 ) - (6 ) Other (1 ) - (1 ) - (1 ) Balance at September 30, 2015 $ 3,391 $ 559 $ 3,950 $ (217 ) $ 3,733 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 69 2017 61 2018 56 2019 48 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 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 nine months ended September 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 (18 ) (52 ) - (70 ) Amounts reclassified from accumulated other comprehensive income, net of tax 12 - - 12 Net current-period other comprehensive loss (6 ) (52 ) - (58 ) Balance at September 30, 2015 $ (7 ) $ (177 ) $ (6 ) $ (190 ) 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 nine months ended September 30, 2014 and 2015 (in millions): Three months ended September 30, Nine months ended September 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 ) $ (6 ) $ (18 ) Loss (gain) on derivatives reclassified into income: Interest rate contracts 3 2 6 6 Interest expense and amortization of deferred financing fees Forward currency hedges - - - 1 Cost of sales and direct operating Total reclassified into income 3 2 6 7 Income tax benefit (expense) (1 ) 3 - 5 Amounts reclassified from accumulated other comprehensive income, net of tax 2 5 6 12 Unrealized gain (loss) on derivative instruments, net of tax $ 2 $ (3 ) $ - $ (6 ) |
Debt and Derivatives
Debt and Derivatives | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt and Derivatives | 6. Debt and Derivatives: On September 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 September 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 September 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 3.22% 140 140 Total debt $ 4,669 $ 4,669 Short-term borrowings and current portion of long-term debt $ - $ - Long-term debt 4,669 4,669 Total debt $ 4,669 $ 4,669 Future Maturities At September 30, 2015, the contractual future maturities of debt are as follows (in millions): Contractual Maturities 2015 $ - 2016 - 2017 400 2018 511 2019 1,140 Thereafter 2,618 Total debt $ 4,669 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 September 30, 2015, one-month and three-month LIBOR were 0.19% and 0.33%, 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 September 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 September 30, 2015 was $14 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 September 30, 2015. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 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 September 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 $ 134 $ - $ - $ 134 Currency forward contracts Prepaid expenses and other current assets - 1 - 1 Total $ 134 $ 1 $ - $ 135 Liabilities Interest rate swap agreements Other accrued expenses $ - $ 14 $ - $ 14 Currency forward contracts Other accrued expenses - - - - $ - $ 14 $ - $ 14 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 $1 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 nine months ended September 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 September 30, 2015 (in millions): December 31, 2014 September 30, 2015 Carrying Fair Carrying Fair Value Value Value Value Floating rate debt $ 2,458 $ 2,431 $ 2,458 $ 2,456 Fixed rate debt 2,211 2,286 2,211 2,274 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity | 8. Equity: On August 10, 2015, in anticipation of completing the merger with FIS, SunGard and SCCII’s boards of directors approved a modification to the 2014 and 2015 restricted stock unit (“RSU”) grants that had vesting tied to the price of SunGard’s and SCCII’s stock (“market-based vesting”) to (i) change the measurement date from the third anniversary of the date of grant to the date of the change in control (“CIC”), and (ii) to set the amount earned as of the measurement date to be 150% and 100% for RSUs granted in 2014 and 2015, respectively. The modification, which is contingent upon successful completion of the merger with FIS, is expected to impact RSU awards held by 428 people, and will result in approximately $10 million of incremental stock compensation expense to be recognized over the remaining service period, which, on a weighted-average basis, is 1.9 years. SunGard expects to record a catch-up adjustment of approximately $2 million upon the CIC, reflecting the expense from the date of the modification through the CIC. A rollforward of SunGard’s non-controlling interest for the nine months ended September 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 9 138 147 Purchase of treasury stock - (1 ) (1 ) Transfer intrinsic value of vested restricted stock units to temporary equity 7 0 7 Issuance of common and preferred stock 2 7 9 Cancellation of put options due to employee terminations (11 ) 3 (8 ) Balances at September 30, 2015 $ 44 $ 1,637 $ 1,681 A rollforward of SunGard’s non-controlling interest for the nine months ended September 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 - 132 132 Purchase of treasury stock - (3 ) (3 ) 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 8 - 8 Cancellation of put options due to employee terminations (7 ) 5 (2 ) Balances at September 30, 2014 $ 32 $ 1,447 $ 1,479 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes: The effective income tax rates for the three month periods ended September 30, 2015 and 2014 were (33)% and 51%, 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 September 30, 2015, the provision for income taxes includes a deferred income tax benefit of $33 million recorded as a discrete item related to the tax-over-book basis difference of a small business within the FS segment which was sold on October 1, 2015. 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 September 30, 2015. The tax rate for the three month period ended September 30, 2014 reflected a decrease in the expected full year effective tax rate due primarily to a change in the mix of income. The effective income tax rates for the nine month periods ended September 30, 2015 and 2014 were 6% and 22%, 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 nine months ended September 30, 2015, the provision for income taxes includes a deferred income tax benefit of $33 million recorded as a discrete item related to the tax-over-book basis difference of a small business within the FS segment which was sold on October 1, 2015, and 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 nine months ended September 30, 2015. For the nine months ended September 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 $48 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 | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 10. 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 nine months ended September 30, 2015 and 2014 for each segment follow (in millions): Three Months Ended September 30, 2015 FS PS&E Sum of segments Corporate (1) Total Software $ 230 $ 36 $ 266 $ - $ 266 SaaS and cloud 262 10 272 - 272 Services 154 10 164 - 164 Total revenue $ 646 $ 56 $ 702 $ - $ 702 Adjusted EBITDA $ 196 $ 16 $ 212 $ (13 ) $ 199 Depreciation (2) 29 2 31 - 31 Amortization of acquisition-related intangible assets 21 2 23 - 23 Capital expenditures 28 2 30 - 30 Three Months Ended September 30, 2014 FS PS&E Sum of segments Corporate (1) Total Software $ 235 $ 34 $ 269 $ - $ 269 SaaS and cloud 259 10 269 - 269 Services 143 10 153 - 153 Total revenue $ 637 $ 54 $ 691 $ - $ 691 Adjusted EBITDA $ 184 $ 17 $ 201 $ (13 ) $ 188 Depreciation (2) 24 3 27 1 28 Amortization of acquisition-related intangible assets 29 1 30 - 30 Capital expenditures 37 2 39 1 40 Nine Months Ended September 30, 2015 FS PS&E Sum of segments Corporate (1) Total Software $ 675 $ 105 $ 780 $ - $ 780 SaaS and cloud 790 29 819 - 819 Services 429 32 461 - 461 Total revenue $ 1,894 $ 166 $ 2,060 $ - $ 2,060 Adjusted EBITDA $ 543 $ 49 $ 592 $ (40 ) $ 552 Depreciation (2) 79 7 86 1 87 Amortization of acquisition-related intangible assets 61 4 65 - 65 Capital expenditures 74 9 83 2 85 Nine Months Ended September 30, 2014 FS PS&E Sum of segments Corporate (1) Total Software $ 674 $ 103 $ 777 $ - $ 777 SaaS and cloud 774 28 802 - 802 Services 407 31 438 - 438 Total revenue $ 1,855 $ 162 $ 2,017 $ - $ 2,017 Adjusted EBITDA $ 477 $ 50 $ 527 $ (35 ) $ 492 Depreciation (2) 70 6 76 3 79 Amortization of acquisition-related intangible assets 108 6 114 - 114 Capital expenditures 90 7 97 1 98 (1) Corporate is included to reconcile each item to the total for the Company. Reconciliation of consolidated Adjusted EBITDA to income (loss) from continuing operations before income taxes: Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Adjusted EBITDA (including corporate) $ 188 199 $ 492 $ 552 Depreciation (1) (28 ) (31 ) (79 ) (87 ) Amortization of acquisition-related intangible assets (30 ) (23 ) (114 ) (65 ) Trade name impairment - - (339 ) 0 Severance and facility closure costs (17 ) (3 ) (3 ) (24 ) (4 ) (7 ) (5 ) Stock compensation expense (13 ) (13 ) (33 ) (36 ) Management fees (3 ) (2 ) (6 ) (6 ) Other costs (included in operating income) (2 ) (7 ) (14 ) (8 ) Interest expense, net (73 ) (72 ) (219 ) (213 ) Loss on extinguishment of debt - - (61 ) - Other income (expense) - - - 1 Income (loss) from continuing operations before income taxes $ 22 $ 48 $ (397 ) $ 131 (2) Includes amortization of capitalized software. (3) Includes $17 million of severance, primarily in FS (4) Includes $23 million of severance and $1 million of lease exit costs, primarily in FS (5) Includes $7 million of severance, primarily in FS |
Employee Termination Benefits a
Employee Termination Benefits and Facility Closures | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring And Related Activities [Abstract] | |
Employee Termination Benefits and Facility Closures | 11. Employee Termination Benefits and Facility Closures: The following table provides a rollforward of the liability balances for workforce reductions and facility closures for the nine months ended September 30, 2015 (in millions): Workforce-related Facilities Total Balance at December 31, 2014 $ 12 $ 13 $ 25 Expense related to 2015 actions 10 0 10 Paid (14 ) (3 ) (17 ) Other adjustments (4 ) 0 (4 ) Balance at September 30, 2015 $ 4 $ 10 $ 14 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 | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. 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 September 30, 2014 and 2015 respectively. The Company recorded $6 million of management fees in sales, marketing and administration expenses for the nine month periods ended September 30, 2014 and 2015 respectively. In the nine months ended September 30, 2014, the Company recorded approximately $3 million of management fees in income (loss) from discontinued operations. At December 31, 2014 and September 30, 2015, the Company had accrued management fees due to Sponsors included in other accrued expenses of $3 million and $2 million, respectively. For the nine months ended September 30, 2014, Goldman Sachs & Co. and/or its respective affiliates, received less than $1 million in connection with amendments to SunGard’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 $12 million and $13 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 September 30, 2014 and 2015, respectively. The Company incurred expenses of $30 million and $20 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 nine months ended September 30, 2015 and the six months ending September 30, 2014, respectively. At September 30, 2015, the Company had approximately $2 million of prepaid balances and recorded approximately $1 million of accounts payable due to AS under the GMSA. The Company has incurred a total of $58 million to date under the GMSA, and has a remaining commitment, which expires on March 31, 2016, of approximately $8 million. In addition, for each of the three months ended September 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. For the six months ended September 30, 2014, AS purchased certain data center outsourcing services and treasury products from FS, for which FS recognized revenue of approximately $1 million. For the nine months ended September 30, 2015, AS purchased certain data center outsourcing services and treasury products from FS, for which FS recognized revenue of approximately $2 million. At September 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 | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. 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 September 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. For approximately one week in August 2015, certain U.S. operations of a single SunGard customer were disrupted by an issue affecting its SunGard-hosted fund accounting platform that occurred following a recommended operating system update implemented by SunGard. The customer uses the platform for the processing of net asset values (NAVs) for certain mutual funds, exchange-traded funds and collective investment funds. No data was lost as a result of the incident. Delayed publication of NAVs or use of alternative NAVs may have affected some of the customer’s clients. No other SunGard customers were disrupted. SunGard continues to work with its customer in evaluating the possible impact of the event. However, at this preliminary stage, we are unable to determine the amount of costs or any other consequences we may be subject to as a result of this incident. |
Supplemental Guarantor Condense
Supplemental Guarantor Condensed Consolidating Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Supplemental Guarantor Condensed Consolidating Financial Statements | 14. 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 September 30, 2015, and for the three and nine month periods ended September 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 (c) 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 Stockholders' Equity Current: 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 stockholders' equity 205 8,039 1,366 (9,405 ) 205 Total Liabilities and Stockholders' Equity $ 8,605 $ 9,126 $ 2,157 $ (13,381 ) $ 6,507 (a) This balance includes receivables related to 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) September 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current: Cash and cash equivalents $ 317 $ (1 ) $ 275 $ - $ 591 Intercompany balances - 3,422 479 (3,901 ) - Trade receivables, net - 384 (a) 163 - 547 Prepaid expenses, taxes and other current assets 27 82 44 (8 ) 145 Assets held for sale - - 24 - 24 Total current assets 344 3,887 985 (3,909 ) 1,307 Property and equipment, net 1 94 47 - 142 Intangible assets, net 57 320 223 - 600 Trade name - 672 - - 672 Deferred income taxes 55 - - (55 ) - Intercompany balances 179 7 154 (340 ) - Goodwill - 3,112 621 - 3,733 Investment in subsidiaries 8,432 1,380 - (9,812 ) - Total Assets $ 9,068 $ 9,472 $ 2,030 $ (14,116 ) $ 6,454 Liabilities and Stockholders' Equity Current: Intercompany balances $ 3,901 $ - $ - $ (3,901 ) $ - Accounts payable and other current liabilities 126 479 291 (8 ) 888 Liabilities related to assets held for sale - - 8 - 8 Total current liabilities 4,027 479 299 (3,909 ) 896 Long-term debt 4,529 - 140 - 4,669 Intercompany debt 161 - 179 (340 ) - Deferred and other income taxes 97 547 20 (55 ) 609 Other liabilities - 14 12 - 26 Total liabilities 8,814 1,040 650 (4,304 ) 6,200 Total stockholders' equity 254 8,432 1,380 (9,812 ) 254 Total Liabilities and Stockholders' Equity $ 9,068 $ 9,472 $ 2,030 $ (14,116 ) $ 6,454 (b ) This balance includes receivables related to 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 September 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 487 $ 298 $ (94 ) $ 691 Costs and expenses 27 387 276 (94 ) 596 Operating income (loss) (27 ) 100 22 - 95 Net interest income (expense) (69 ) (1 ) (3 ) - (73 ) Net earnings (losses) of equity affiliates 83 10 - (93 ) - Other income (expense) - (1 ) 1 - - Income (loss) from continuing operations before income taxes (13 ) 108 20 (93 ) 22 Benefit from (provision for) income taxes 24 (25 ) (10 ) - (11 ) Income (loss) from continuing operations 11 83 10 (93 ) 11 Income (loss) from discontinued operations, net of tax - - - - - Net income (loss) $ 11 $ 83 $ 10 $ (93 ) $ 11 Comprehensive income (loss) $ (43 ) $ 40 $ (35 ) $ (5 ) $ (43 ) Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Three Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 500 $ 313 $ (111 ) $ 702 Costs and expenses 32 403 258 (111 ) 582 Operating income (loss) (32 ) 97 55 - 120 Net interest income (expense) (69 ) - (3 ) - (72 ) Net earnings (losses) of equity affiliates 140 43 - (183 ) - Other income (expense) (2 ) (1 ) 3 - - Income (loss) from continuing operations before income taxes 37 139 55 (183 ) 48 Benefit from (provision for) income taxes 30 (1 ) (12 ) - 17 Income (loss) from continuing operations 67 138 43 (183 ) 65 Income (loss) from discontinued operations, net of tax - 2 - - 2 Net income (loss) $ 67 $ 140 $ 43 $ (183 ) $ 67 Comprehensive income (loss) $ 51 $ 125 $ 27 $ (152 ) $ 51 Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Nine Months Ended September 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 1,437 $ 882 $ (302 ) $ 2,017 Costs and expenses 75 1,549 812 (302 ) 2,134 Operating income (loss) (75 ) (112 ) 70 - (117 ) Net interest income (expense) (205 ) (1 ) (13 ) - (219 ) Net earnings (losses) of equity affiliates (50 ) 46 - 4 - Other income (expense) (61 ) (1 ) 1 - (61 ) Income (loss) from continuing operations before income taxes (391 ) (68 ) 58 4 (397 ) Benefit from (provision for) income taxes 92 17 (21 ) - 88 Income (loss) from continuing operations (299 ) (51 ) 37 4 (309 ) Income (loss) from discontinued operations, net of tax (27 ) 1 9 - (17 ) Net income (loss) $ (326 ) $ (50 ) $ 46 $ 4 $ (326 ) Comprehensive income (loss) $ (361 ) $ (118 ) $ 23 $ 95 $ (361 ) 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 nine months ended September 30, 2014 (in millions). Nine Months Ended September 30, 2014 As Reported As Revised Comprehensive Income - Parent $ (436 ) $ (361 ) Comprehensive Income - Guarantor (151 ) (118 ) Comprehensive Income - Non-Guarantor (26 ) 23 Comprehensive Income - Eliminations 177 95 Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Nine Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 1,480 $ 883 $ (303 ) $ 2,060 Costs and expenses 80 1,165 775 (303 ) 1,717 Operating income (loss) (80 ) 315 108 - 343 Net interest income (expense) (203 ) - (10 ) - (213 ) Net earnings (losses) of equity affiliates 320 74 - (394 ) - Other income (expense) (2 ) (1 ) 4 - 1 Income (loss) from continuing operations before income taxes 35 388 102 (394 ) 131 Benefit from (provision for) income taxes 93 (70 ) (30 ) - (7 ) Income (loss) from continuing operations 128 318 72 (394 ) 124 Income (loss) from discontinued operations, net of tax - 2 2 - 4 Net income (loss) $ 128 $ 320 $ 74 $ (394 ) $ 128 Comprehensive income (loss) $ 70 $ 281 $ 35 $ (316 ) $ 70 Supplemental Condensed Consolidating Schedule of Cash Flows (in millions) Nine Months Ended September 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flow from operations: Net income (loss) $ (326 ) $ (50 ) $ 46 $ 4 $ (326 ) Income (loss) from discontinued operations (27 ) 1 9 - (17 ) Income (loss) from continuing operations (299 ) (51 ) 37 4 (309 ) Non cash adjustments 169 314 56 (4 ) 535 Changes in operating assets and liabilities (59 ) 74 (19 ) - (4 ) Cash flow from (used in) continuing operations (189 ) 337 74 - 222 Cash flow from (used in) discontinued operations (43 ) 52 25 - 34 Cash flow from (used in) operations (c) (232 ) 389 99 - 256 Investment activities: Intercompany transactions 191 (168 ) 51 (74 ) - Cash paid for acquired businesses, net of cash acquired - (4 ) - - (4 ) Cash paid for property and equipment and software (1 ) (62 ) (35 ) - (98 ) Cash provided by (used in) continuing operations 190 (234 ) 16 (74 ) (102 ) Cash provided by (used in) discontinued operations 1,041 (41 ) (993 ) - 7 Cash provided by (used in) investment activities 1,231 (275 ) (977 ) (74 ) (95 ) Financing activities: Intercompany dividends - (37 ) (37 ) 74 - Net repayments of long-term debt (1,269 ) - (62 ) - (1,331 ) Other financing activities (18 ) - - - (18 ) Cash provided by (used in) continuing operations (1,287 ) (37 ) (99 ) 74 (1,349 ) Cash provided by (used in) discontinued operations - (80 ) 967 - 887 Cash provided by (used in) financing activities (1,287 ) (117 ) 868 74 (462 ) Effect of exchange rate changes on cash - - (9 ) - (9 ) Increase (decrease) in cash and cash equivalents (288 ) (3 ) (19 ) - (310 ) Beginning cash and cash equivalents (d) 403 2 301 - 706 Ending cash and cash equivalents $ 115 $ (1 ) $ 282 $ - $ 396 (c ) 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 nine months ended September 30, 2014, the Parent Company allocated approximately $126 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. (d ) Includes cash of discontinued operations. Supplemental Condensed Consolidating Schedule of Cash Flows (in millions) Nine Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flow from operations: Net income (loss) $ 128 $ 320 $ 74 $ (394 ) $ 128 Income (loss) from discontinued operations - 2 2 - 4 Income (loss) from continuing operations 128 318 72 (394 ) 124 Non cash adjustments (253 ) (29 ) 60 394 172 Changes in operating assets and liabilities (61 ) 138 (50 ) - 27 Cash flow from (used in) continuing operations (186 ) 427 82 - 323 Cash flow from (used in) discontinued operations - - - - - Cash flow from (used in) operations (e ) (186 ) 427 82 - 323 Investment activities: Intercompany transactions 356 (293 ) 49 (112 ) - Cash paid for acquired businesses, net of cash acquired - (21 ) (4 ) - (25 ) Cash paid for property and equipment and software (2 ) (59 ) (24 ) - (85 ) Other investing activities - - 1 - 1 Cash provided by (used in) continuing operations 354 (373 ) 22 (112 ) (109 ) Cash provided by (used in) discontinued operations - - 1 - 1 Cash provided by (used in) investment activities 354 (373 ) 23 (112 ) (108 ) Financing activities: Intercompany dividends - (56 ) (56 ) 112 - Other financing activities (53 ) - (1 ) - (54 ) Cash provided by (used in) continuing operations (53 ) (56 ) (57 ) 112 (54 ) Cash provided by (used in) discontinued operations - - - - - Cash provided by (used in) financing activities (53 ) (56 ) (57 ) 112 (54 ) - Effect of exchange rate changes on cash - - (13 ) - (13 ) Increase (decrease) in cash and cash equivalents 115 (2 ) 35 - 148 Beginning cash and cash equivalents 202 1 244 - 447 Ending cash and cash equivalents ( f ) $ 317 $ (1 ) $ 279 $ - $ 595 (e) 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 nine months ended September 30, 2015, the Parent Company allocated approximately $117 million of tax liabilities to its Guarantor Subsidiaries. (f) Includes $4 million of Non-Guarantor cash reflected in assets held for sale. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 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 date of adoption, 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. In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements.” ASU 2015-15 clarifies ASU 2015-03 by allowing the presentation of debt issuance costs related to a line-of-credit to be recorded as an asset instead of as a direct deduction of the carrying amount of the debt liability as required by ASU 2015-03, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. 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. In September 2015, the FASB issued ASU-2015-16 “Business Combination: Simplifying the Accounting for Measurement-Period Adjustments.” The new guidance eliminates the requirement to make retrospective adjustments and revise comparative information from prior periods when new information is obtained about facts and circumstances that existed as of the acquisition date. Instead, the acquiring entity is required to record adjustments in the reporting period they are determined. For public companies, the new standard is effective for annual periods, including interim periods, beginning after December 15, 2015. The adoption of ASU 2015-16 is not expected to have a material impact on the Company’s consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 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): Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 As Reported As Revised As Reported As Revised Other Comprehensive Income (loss) $ (47 ) $ (54 ) $ (110 ) $ (35 ) Comprehensive Income (Loss) (36 ) (43 ) (436 ) (361 ) Comprehensive Income (Loss) attributable to SunGard (78 ) (85 ) (568 ) (493 ) |
Expense Classification (Tables)
Expense Classification (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
Functional Expense Areas | The impact of these items within the functional areas for the three and nine months ended September 30, 2014 is as follows (in millions): Three Months Ended September 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) $ 271 $ 3 $ 6 $ 280 Sales, marketing and administration 171 (4 ) - 167 Product development and maintenance 96 1 (6 ) 91 Total functional expenses $ 538 $ - $ - $ 538 Nine Months Ended September 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) $ 799 $ 6 $ 17 $ 822 Sales, marketing and administration 503 (10 ) - 493 Product development and maintenance 300 4 (17 ) 287 Total functional expenses $ 1,602 $ - $ - $ 1,602 |
Acquisitions and Discontinued24
Acquisitions and Discontinued Operations (Tables) | 9 Months Ended |
Sep. 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): Nine months ended September 30, Acquired businesses: 2015 Software products $ 10 Customer base 6 Goodwill 16 Other intangible assets 2 Deferred income taxes (6 ) Purchase price obligations and debt assumed (1 ) Net current assets (liabilities) assumed (2 ) Cash paid for acquired business $ 25 |
Results For Discontinued Operations | The results for discontinued operations for the three and nine months ended September 30, 2014 and 2015 were as follows (in millions): Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Revenue $ - $ - $ 338 $ - Operating income (loss) - - (25 ) - Interest expense - - (18 ) - Gain on sale of business - - 22 2 Income (loss) before income taxes - - (21 ) 2 Benefit from income taxes - 2 4 2 Income (loss) from discontinued operations $ - $ 2 $ (17 ) $ 4 |
Summary of Assets Held for Sale and Liabilities Related to Assets Held for Sale | Assets held for sale and liabilities related to assets held for sale at September 30, 2015 include the following (in millions): September 30, 2015 Cash $ 4 Trade receivables, net 9 Property and equipment, net 1 Software products, net 4 Goodwill 6 Assets classified as held for sale $ 24 Accrued compensation and benefits $ 2 Other accrued expenses 1 Deferred revenue 5 Liabilities related to assets held for sale $ 8 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 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 1 15 16 - 16 Effect of foreign currency translation (36 ) - (36 ) - (36 ) Transfer to assets held for sale (6 ) - (6 ) - (6 ) Other (1 ) - (1 ) - (1 ) Balance at September 30, 2015 $ 3,391 $ 559 $ 3,950 $ (217 ) $ 3,733 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 69 2017 61 2018 56 2019 48 |
Accumulated Other Comprehensi26
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 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 (18 ) (52 ) - (70 ) Amounts reclassified from accumulated other comprehensive income, net of tax 12 - - 12 Net current-period other comprehensive loss (6 ) (52 ) - (58 ) Balance at September 30, 2015 $ (7 ) $ (177 ) $ (6 ) $ (190 ) |
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 nine months ended September 30, 2014 and 2015 (in millions): Three months ended September 30, Nine months ended September 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 ) $ (6 ) $ (18 ) Loss (gain) on derivatives reclassified into income: Interest rate contracts 3 2 6 6 Interest expense and amortization of deferred financing fees Forward currency hedges - - - 1 Cost of sales and direct operating Total reclassified into income 3 2 6 7 Income tax benefit (expense) (1 ) 3 - 5 Amounts reclassified from accumulated other comprehensive income, net of tax 2 5 6 12 Unrealized gain (loss) on derivative instruments, net of tax $ 2 $ (3 ) $ - $ (6 ) |
Debt and Derivatives (Tables)
Debt and Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt for Continuing Operations | Debt consisted of the following (in millions): December 31, 2014 September 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 3.22% 140 140 Total debt $ 4,669 $ 4,669 Short-term borrowings and current portion of long-term debt $ - $ - Long-term debt 4,669 4,669 Total debt $ 4,669 $ 4,669 |
Contractual Future Maturities of Debt | At September 30, 2015, the contractual future maturities of debt are as follows (in millions): Contractual Maturities 2015 $ - 2016 - 2017 400 2018 511 2019 1,140 Thereafter 2,618 Total debt $ 4,669 |
Interest Rate Swaps | A summary of the Company’s interest rate swaps at September 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) | 9 Months Ended |
Sep. 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 September 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 $ 134 $ - $ - $ 134 Currency forward contracts Prepaid expenses and other current assets - 1 - 1 Total $ 134 $ 1 $ - $ 135 Liabilities Interest rate swap agreements Other accrued expenses $ - $ 14 $ - $ 14 Currency forward contracts Other accrued expenses - - - - $ - $ 14 $ - $ 14 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 September 30, 2015 (in millions): December 31, 2014 September 30, 2015 Carrying Fair Carrying Fair Value Value Value Value Floating rate debt $ 2,458 $ 2,431 $ 2,458 $ 2,456 Fixed rate debt 2,211 2,286 2,211 2,274 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Rollforward of SunGard's Non-controlling Interest | A rollforward of SunGard’s non-controlling interest for the nine months ended September 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 9 138 147 Purchase of treasury stock - (1 ) (1 ) Transfer intrinsic value of vested restricted stock units to temporary equity 7 0 7 Issuance of common and preferred stock 2 7 9 Cancellation of put options due to employee terminations (11 ) 3 (8 ) Balances at September 30, 2015 $ 44 $ 1,637 $ 1,681 A rollforward of SunGard’s non-controlling interest for the nine months ended September 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 - 132 132 Purchase of treasury stock - (3 ) (3 ) 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 8 - 8 Cancellation of put options due to employee terminations (7 ) 5 (2 ) Balances at September 30, 2014 $ 32 $ 1,447 $ 1,479 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Operating Results | The operating results for the three and nine months ended September 30, 2015 and 2014 for each segment follow (in millions): Three Months Ended September 30, 2015 FS PS&E Sum of segments Corporate (1) Total Software $ 230 $ 36 $ 266 $ - $ 266 SaaS and cloud 262 10 272 - 272 Services 154 10 164 - 164 Total revenue $ 646 $ 56 $ 702 $ - $ 702 Adjusted EBITDA $ 196 $ 16 $ 212 $ (13 ) $ 199 Depreciation (2) 29 2 31 - 31 Amortization of acquisition-related intangible assets 21 2 23 - 23 Capital expenditures 28 2 30 - 30 Three Months Ended September 30, 2014 FS PS&E Sum of segments Corporate (1) Total Software $ 235 $ 34 $ 269 $ - $ 269 SaaS and cloud 259 10 269 - 269 Services 143 10 153 - 153 Total revenue $ 637 $ 54 $ 691 $ - $ 691 Adjusted EBITDA $ 184 $ 17 $ 201 $ (13 ) $ 188 Depreciation (2) 24 3 27 1 28 Amortization of acquisition-related intangible assets 29 1 30 - 30 Capital expenditures 37 2 39 1 40 Nine Months Ended September 30, 2015 FS PS&E Sum of segments Corporate (1) Total Software $ 675 $ 105 $ 780 $ - $ 780 SaaS and cloud 790 29 819 - 819 Services 429 32 461 - 461 Total revenue $ 1,894 $ 166 $ 2,060 $ - $ 2,060 Adjusted EBITDA $ 543 $ 49 $ 592 $ (40 ) $ 552 Depreciation (2) 79 7 86 1 87 Amortization of acquisition-related intangible assets 61 4 65 - 65 Capital expenditures 74 9 83 2 85 Nine Months Ended September 30, 2014 FS PS&E Sum of segments Corporate (1) Total Software $ 674 $ 103 $ 777 $ - $ 777 SaaS and cloud 774 28 802 - 802 Services 407 31 438 - 438 Total revenue $ 1,855 $ 162 $ 2,017 $ - $ 2,017 Adjusted EBITDA $ 477 $ 50 $ 527 $ (35 ) $ 492 Depreciation (2) 70 6 76 3 79 Amortization of acquisition-related intangible assets 108 6 114 - 114 Capital expenditures 90 7 97 1 98 (1) Corporate is included to reconcile each item to the total for the Company. |
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 September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Adjusted EBITDA (including corporate) $ 188 199 $ 492 $ 552 Depreciation (1) (28 ) (31 ) (79 ) (87 ) Amortization of acquisition-related intangible assets (30 ) (23 ) (114 ) (65 ) Trade name impairment - - (339 ) 0 Severance and facility closure costs (17 ) (3 ) (3 ) (24 ) (4 ) (7 ) (5 ) Stock compensation expense (13 ) (13 ) (33 ) (36 ) Management fees (3 ) (2 ) (6 ) (6 ) Other costs (included in operating income) (2 ) (7 ) (14 ) (8 ) Interest expense, net (73 ) (72 ) (219 ) (213 ) Loss on extinguishment of debt - - (61 ) - Other income (expense) - - - 1 Income (loss) from continuing operations before income taxes $ 22 $ 48 $ (397 ) $ 131 (2) Includes amortization of capitalized software. (3) Includes $17 million of severance, primarily in FS (4) Includes $23 million of severance and $1 million of lease exit costs, primarily in FS (5) Includes $7 million of severance, primarily in FS |
Employee Termination Benefits31
Employee Termination Benefits and Facility Closures (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2015 (in millions): Workforce-related Facilities Total Balance at December 31, 2014 $ 12 $ 13 $ 25 Expense related to 2015 actions 10 0 10 Paid (14 ) (3 ) (17 ) Other adjustments (4 ) 0 (4 ) Balance at September 30, 2015 $ 4 $ 10 $ 14 |
Supplemental Guarantor Conden32
Supplemental Guarantor Condensed Consolidating Financial Statements (Tables) | 9 Months Ended |
Sep. 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 (c) 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 Stockholders' Equity Current: 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 stockholders' equity 205 8,039 1,366 (9,405 ) 205 Total Liabilities and Stockholders' Equity $ 8,605 $ 9,126 $ 2,157 $ (13,381 ) $ 6,507 (a) This balance includes receivables related to 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) September 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Assets Current: Cash and cash equivalents $ 317 $ (1 ) $ 275 $ - $ 591 Intercompany balances - 3,422 479 (3,901 ) - Trade receivables, net - 384 (a) 163 - 547 Prepaid expenses, taxes and other current assets 27 82 44 (8 ) 145 Assets held for sale - - 24 - 24 Total current assets 344 3,887 985 (3,909 ) 1,307 Property and equipment, net 1 94 47 - 142 Intangible assets, net 57 320 223 - 600 Trade name - 672 - - 672 Deferred income taxes 55 - - (55 ) - Intercompany balances 179 7 154 (340 ) - Goodwill - 3,112 621 - 3,733 Investment in subsidiaries 8,432 1,380 - (9,812 ) - Total Assets $ 9,068 $ 9,472 $ 2,030 $ (14,116 ) $ 6,454 Liabilities and Stockholders' Equity Current: Intercompany balances $ 3,901 $ - $ - $ (3,901 ) $ - Accounts payable and other current liabilities 126 479 291 (8 ) 888 Liabilities related to assets held for sale - - 8 - 8 Total current liabilities 4,027 479 299 (3,909 ) 896 Long-term debt 4,529 - 140 - 4,669 Intercompany debt 161 - 179 (340 ) - Deferred and other income taxes 97 547 20 (55 ) 609 Other liabilities - 14 12 - 26 Total liabilities 8,814 1,040 650 (4,304 ) 6,200 Total stockholders' equity 254 8,432 1,380 (9,812 ) 254 Total Liabilities and Stockholders' Equity $ 9,068 $ 9,472 $ 2,030 $ (14,116 ) $ 6,454 (b ) This balance includes receivables related to 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) | Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Three Months Ended September 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 487 $ 298 $ (94 ) $ 691 Costs and expenses 27 387 276 (94 ) 596 Operating income (loss) (27 ) 100 22 - 95 Net interest income (expense) (69 ) (1 ) (3 ) - (73 ) Net earnings (losses) of equity affiliates 83 10 - (93 ) - Other income (expense) - (1 ) 1 - - Income (loss) from continuing operations before income taxes (13 ) 108 20 (93 ) 22 Benefit from (provision for) income taxes 24 (25 ) (10 ) - (11 ) Income (loss) from continuing operations 11 83 10 (93 ) 11 Income (loss) from discontinued operations, net of tax - - - - - Net income (loss) $ 11 $ 83 $ 10 $ (93 ) $ 11 Comprehensive income (loss) $ (43 ) $ 40 $ (35 ) $ (5 ) $ (43 ) Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Three Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 500 $ 313 $ (111 ) $ 702 Costs and expenses 32 403 258 (111 ) 582 Operating income (loss) (32 ) 97 55 - 120 Net interest income (expense) (69 ) - (3 ) - (72 ) Net earnings (losses) of equity affiliates 140 43 - (183 ) - Other income (expense) (2 ) (1 ) 3 - - Income (loss) from continuing operations before income taxes 37 139 55 (183 ) 48 Benefit from (provision for) income taxes 30 (1 ) (12 ) - 17 Income (loss) from continuing operations 67 138 43 (183 ) 65 Income (loss) from discontinued operations, net of tax - 2 - - 2 Net income (loss) $ 67 $ 140 $ 43 $ (183 ) $ 67 Comprehensive income (loss) $ 51 $ 125 $ 27 $ (152 ) $ 51 Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Nine Months Ended September 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 1,437 $ 882 $ (302 ) $ 2,017 Costs and expenses 75 1,549 812 (302 ) 2,134 Operating income (loss) (75 ) (112 ) 70 - (117 ) Net interest income (expense) (205 ) (1 ) (13 ) - (219 ) Net earnings (losses) of equity affiliates (50 ) 46 - 4 - Other income (expense) (61 ) (1 ) 1 - (61 ) Income (loss) from continuing operations before income taxes (391 ) (68 ) 58 4 (397 ) Benefit from (provision for) income taxes 92 17 (21 ) - 88 Income (loss) from continuing operations (299 ) (51 ) 37 4 (309 ) Income (loss) from discontinued operations, net of tax (27 ) 1 9 - (17 ) Net income (loss) $ (326 ) $ (50 ) $ 46 $ 4 $ (326 ) Comprehensive income (loss) $ (361 ) $ (118 ) $ 23 $ 95 $ (361 ) 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 nine months ended September 30, 2014 (in millions). Nine Months Ended September 30, 2014 As Reported As Revised Comprehensive Income - Parent $ (436 ) $ (361 ) Comprehensive Income - Guarantor (151 ) (118 ) Comprehensive Income - Non-Guarantor (26 ) 23 Comprehensive Income - Eliminations 177 95 Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (in millions) Nine Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Revenue $ - $ 1,480 $ 883 $ (303 ) $ 2,060 Costs and expenses 80 1,165 775 (303 ) 1,717 Operating income (loss) (80 ) 315 108 - 343 Net interest income (expense) (203 ) - (10 ) - (213 ) Net earnings (losses) of equity affiliates 320 74 - (394 ) - Other income (expense) (2 ) (1 ) 4 - 1 Income (loss) from continuing operations before income taxes 35 388 102 (394 ) 131 Benefit from (provision for) income taxes 93 (70 ) (30 ) - (7 ) Income (loss) from continuing operations 128 318 72 (394 ) 124 Income (loss) from discontinued operations, net of tax - 2 2 - 4 Net income (loss) $ 128 $ 320 $ 74 $ (394 ) $ 128 Comprehensive income (loss) $ 70 $ 281 $ 35 $ (316 ) $ 70 |
Supplemental Condensed Consolidating Schedule of Cash Flows | Supplemental Condensed Consolidating Schedule of Cash Flows (in millions) Nine Months Ended September 30, 2014 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flow from operations: Net income (loss) $ (326 ) $ (50 ) $ 46 $ 4 $ (326 ) Income (loss) from discontinued operations (27 ) 1 9 - (17 ) Income (loss) from continuing operations (299 ) (51 ) 37 4 (309 ) Non cash adjustments 169 314 56 (4 ) 535 Changes in operating assets and liabilities (59 ) 74 (19 ) - (4 ) Cash flow from (used in) continuing operations (189 ) 337 74 - 222 Cash flow from (used in) discontinued operations (43 ) 52 25 - 34 Cash flow from (used in) operations (c) (232 ) 389 99 - 256 Investment activities: Intercompany transactions 191 (168 ) 51 (74 ) - Cash paid for acquired businesses, net of cash acquired - (4 ) - - (4 ) Cash paid for property and equipment and software (1 ) (62 ) (35 ) - (98 ) Cash provided by (used in) continuing operations 190 (234 ) 16 (74 ) (102 ) Cash provided by (used in) discontinued operations 1,041 (41 ) (993 ) - 7 Cash provided by (used in) investment activities 1,231 (275 ) (977 ) (74 ) (95 ) Financing activities: Intercompany dividends - (37 ) (37 ) 74 - Net repayments of long-term debt (1,269 ) - (62 ) - (1,331 ) Other financing activities (18 ) - - - (18 ) Cash provided by (used in) continuing operations (1,287 ) (37 ) (99 ) 74 (1,349 ) Cash provided by (used in) discontinued operations - (80 ) 967 - 887 Cash provided by (used in) financing activities (1,287 ) (117 ) 868 74 (462 ) Effect of exchange rate changes on cash - - (9 ) - (9 ) Increase (decrease) in cash and cash equivalents (288 ) (3 ) (19 ) - (310 ) Beginning cash and cash equivalents (d) 403 2 301 - 706 Ending cash and cash equivalents $ 115 $ (1 ) $ 282 $ - $ 396 (c ) 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 nine months ended September 30, 2014, the Parent Company allocated approximately $126 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. (d ) Includes cash of discontinued operations. Supplemental Condensed Consolidating Schedule of Cash Flows (in millions) Nine Months Ended September 30, 2015 Parent Guarantor Non-Guarantor Company Subsidiaries Subsidiaries Eliminations Consolidated Cash flow from operations: Net income (loss) $ 128 $ 320 $ 74 $ (394 ) $ 128 Income (loss) from discontinued operations - 2 2 - 4 Income (loss) from continuing operations 128 318 72 (394 ) 124 Non cash adjustments (253 ) (29 ) 60 394 172 Changes in operating assets and liabilities (61 ) 138 (50 ) - 27 Cash flow from (used in) continuing operations (186 ) 427 82 - 323 Cash flow from (used in) discontinued operations - - - - - Cash flow from (used in) operations (e ) (186 ) 427 82 - 323 Investment activities: Intercompany transactions 356 (293 ) 49 (112 ) - Cash paid for acquired businesses, net of cash acquired - (21 ) (4 ) - (25 ) Cash paid for property and equipment and software (2 ) (59 ) (24 ) - (85 ) Other investing activities - - 1 - 1 Cash provided by (used in) continuing operations 354 (373 ) 22 (112 ) (109 ) Cash provided by (used in) discontinued operations - - 1 - 1 Cash provided by (used in) investment activities 354 (373 ) 23 (112 ) (108 ) Financing activities: Intercompany dividends - (56 ) (56 ) 112 - Other financing activities (53 ) - (1 ) - (54 ) Cash provided by (used in) continuing operations (53 ) (56 ) (57 ) 112 (54 ) Cash provided by (used in) discontinued operations - - - - - Cash provided by (used in) financing activities (53 ) (56 ) (57 ) 112 (54 ) - Effect of exchange rate changes on cash - - (13 ) - (13 ) Increase (decrease) in cash and cash equivalents 115 (2 ) 35 - 148 Beginning cash and cash equivalents 202 1 244 - 447 Ending cash and cash equivalents ( f ) $ 317 $ (1 ) $ 279 $ - $ 595 (e) 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 nine months ended September 30, 2015, the Parent Company allocated approximately $117 million of tax liabilities to its Guarantor Subsidiaries. (f) Includes $4 million of Non-Guarantor cash reflected in assets held for sale. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | Aug. 12, 2015USD ($)shares | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($)Segment |
Basis Of Presentation [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Total outstanding debt | $ 4,669,000,000 | ||
Fidelity National Information Services, Inc | |||
Basis Of Presentation [Line Items] | |||
Date of merger agreement | Aug. 12, 2015 | ||
Percentage of equity acquired | 100.00% | ||
Unaffected value of enterprise | $ 9,100,000,000 | ||
Common stock issued | shares | 44,663,899 | ||
Cash consideration | $ 2,288,700,000 | ||
SpinCo | |||
Basis Of Presentation [Line Items] | |||
Total outstanding debt | $ 1,025,000,000 | ||
Senior notes | 425,000,000 | ||
Proceeds from issuance of debt | $ 1,005,000,000 |
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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basis Of Presentation [Line Items] | ||||
Other Comprehensive Income (loss) | $ (16) | $ (54) | $ (58) | $ (35) |
Comprehensive Income (Loss) | 51 | (43) | 70 | (361) |
Comprehensive income (loss) | $ (9) | (85) | $ (77) | (493) |
Scenario, Previously Reported | ||||
Basis Of Presentation [Line Items] | ||||
Other Comprehensive Income (loss) | (47) | (110) | ||
Comprehensive Income (Loss) | (36) | (436) | ||
Sun Gard Capital Corp | ||||
Basis Of Presentation [Line Items] | ||||
Comprehensive income (loss) | (85) | (493) | ||
Sun Gard Capital Corp | Scenario, Previously Reported | ||||
Basis Of Presentation [Line Items] | ||||
Comprehensive income (loss) | $ (78) | $ (568) |
Functional Expense Areas (Detai
Functional Expense Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Cost of sales and direct operating (See Note 1) | $ 282 | $ 280 | $ 833 | $ 822 |
Sales, marketing and administration | 163 | 167 | 476 | 493 |
Product development and maintenance | $ 83 | 91 | $ 256 | 287 |
Scenario, Previously Reported | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Cost of sales and direct operating (See Note 1) | 271 | 799 | ||
Sales, marketing and administration | 171 | 503 | ||
Product development and maintenance | 96 | 300 | ||
Total functional expenses | 538 | 1,602 | ||
Revised Presentation of Stock Compensation Expense | ||||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | ||||
Cost of sales and direct operating (See Note 1) | 3 | 6 | ||
Sales, marketing and administration | (4) | (10) | ||
Product development and maintenance | 1 | 4 | ||
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 | 17 | ||
Product development and maintenance | (6) | (17) | ||
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) | 280 | 822 | ||
Sales, marketing and administration | 167 | 493 | ||
Product development and maintenance | 91 | 287 | ||
Total functional expenses | $ 538 | $ 1,602 |
Acquisitions and Discontinued36
Acquisitions and Discontinued Operations - Additional Information (Details) € in Millions, $ in Millions | Oct. 01, 2015USD ($) | Jan. 31, 2014EUR (€)Segment | Sep. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Acquisitions And Discontinued Operations [Line Items] | ||||||
Total combined cash paid, net of cash acquired | $ 25 | $ 4 | ||||
Business disposition, cash to be received for deferred purchase price | € | € 9 | |||||
Contingent consideration receivable | € | € 2 | |||||
Gain from discontinued operations | $ 2 | |||||
Benefit from income taxes | $ 2 | 2 | 4 | |||
Impairment recognized | $ 0 | $ 339 | ||||
Customer Base And Software Products | ||||||
Acquisitions And Discontinued Operations [Line Items] | ||||||
Impairment recognized | $ 3 | |||||
Financial Systems | ||||||
Acquisitions And Discontinued Operations [Line Items] | ||||||
Number of businesses sold | Segment | 2 | |||||
Proceed from sale of subsidiary | € | € 27 | |||||
Financial Systems | Subsequent Event | ||||||
Acquisitions And Discontinued Operations [Line Items] | ||||||
Proceed from sale of subsidiary | $ 12 |
Acquisitions and Discontinued37
Acquisitions and Discontinued Operations - Summary of Combined Purchase Price Allocation (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Acquired businesses: | ||
Goodwill | $ 3,733 | $ 3,760 |
Acquisition in FS and PS&E Segments | ||
Acquired businesses: | ||
Goodwill | 16 | |
Other intangible assets | 2 | |
Deferred income taxes | (6) | |
Purchase price obligations and debt assumed | (1) | |
Net current assets (liabilities) assumed | (2) | |
Cash paid for acquired business | 25 | |
Software products | Acquisition in FS and PS&E Segments | ||
Acquired businesses: | ||
Acquired Intangible Asset | 10 | |
Customer base | Acquisition in FS and PS&E Segments | ||
Acquired businesses: | ||
Acquired Intangible Asset | $ 6 |
Acquisitions and Discontinued38
Acquisitions and Discontinued Operations - Results for Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Discontinued Operations And Disposal Groups [Abstract] | |||
Revenue | $ 338 | ||
Operating income (loss) | (25) | ||
Interest expense | (18) | ||
Gain on sale of business | $ 2 | 22 | |
Income (loss) before income taxes | 2 | (21) | |
Benefit from income taxes | $ 2 | 2 | 4 |
Income (loss) from discontinued operations | $ 2 | $ 4 | $ (17) |
Acquisitions and Discontinued39
Acquisitions and Discontinued Operations - Summary of Assets Held for Sale and Liabilities Related to Assets Held for Sale (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Acquisitions And Discontinued Operations And Disposal Groups [Abstract] | ||||
Cash and cash equivalents, cash held for sale | $ 4 | $ 0 | $ 0 | $ 31 |
Trade receivables, net | 9 | |||
Property and equipment, net | 1 | |||
Software products, net | 4 | |||
Goodwill | 6 | |||
Assets classified as held for sale | 24 | |||
Accrued compensation and benefits | 2 | |||
Other accrued expenses | 1 | |||
Deferred revenue | 5 | |||
Liabilities related to assets held for sale | $ 8 |
Intangible Assets and Goodwil40
Intangible Assets and Goodwill - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2015Unit | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Number of reporting units | 10 |
Changes in Goodwill by Reportab
Changes in Goodwill by Reportable Segment (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Line Items] | |
Beginning Balance, Goodwill Net | $ 3,760 |
Ending Balance, Goodwill Net | 3,733 |
Continuing Operations | |
Goodwill [Line Items] | |
Beginning Balance, Goodwill Gross | 3,977 |
2015 acquisitions | 16 |
Effect of foreign currency translation | (36) |
Transfer to assets held for sale | (6) |
Other | (1) |
Ending Balance, Goodwill Gross | 3,950 |
Beginning Balance, Goodwill Net | 3,760 |
Ending Balance, Goodwill Net | 3,733 |
Financial Systems | Continuing Operations | |
Goodwill [Line Items] | |
Beginning Balance, Goodwill Gross | 3,433 |
2015 acquisitions | 1 |
Effect of foreign currency translation | (36) |
Transfer to assets held for sale | (6) |
Other | (1) |
Ending Balance, Goodwill Gross | 3,391 |
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 | Sep. 30, 2015USD ($) |
Schedule Of Estimated Future Amortization Expense [Line Items] | |
2,015 | $ 85 |
2,016 | 69 |
2,017 | 61 |
2,018 | 56 |
2,019 | $ 48 |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | $ (132) | |||
Other comprehensive loss before reclassifications | (70) | |||
Amounts reclassified from accumulated other comprehensive income, net of tax | 12 | |||
Other comprehensive income (loss), net of tax | $ (16) | $ (54) | (58) | $ (35) |
Ending balance | (190) | (190) | ||
Net Unrealized Gain (Loss) on Derivative Instruments | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (1) | |||
Other comprehensive loss before reclassifications | (18) | |||
Amounts reclassified from accumulated other comprehensive income, net of tax | 12 | |||
Other comprehensive income (loss), net of tax | (6) | |||
Ending balance | (7) | (7) | ||
Accumulated Translation Adjustment | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning balance | (125) | |||
Other comprehensive loss before reclassifications | (52) | |||
Other comprehensive income (loss), net of tax | (52) | |||
Ending balance | (177) | (177) | ||
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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Unrealized gain (loss) on derivative instruments, net of tax | $ (3) | $ 2 | $ (6) | |
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 | (8) | (18) | $ (6) | |
Loss (gain) on derivatives reclassified into income | 2 | 3 | 7 | 6 |
Income tax benefit (expense) | 3 | (1) | 5 | |
Amounts reclassified from accumulated other comprehensive income, net of tax | 5 | 2 | 12 | 6 |
Unrealized gain (loss) on derivative instruments, net of tax | (3) | 2 | (6) | |
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 | $ 3 | 6 | $ 6 |
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 |
Debt and Derivatives - Addition
Debt and Derivatives - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 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 | $ 14 | $ 5 |
One Month LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate received | 0.19% | |
Three Month LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate received | 0.33% | |
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 | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total debt | $ 4,669 | $ 4,669 |
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 Operation47
Debt for Continuing Operations (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 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 | 3.22% | 3.16% |
Contractual Future Maturities o
Contractual Future Maturities of Debt (Details) $ in Millions | Sep. 30, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 400 |
2,018 | 511 |
2,019 | 1,140 |
Thereafter | 2,618 |
Total debt | $ 4,669 |
Interest Rate Swaps (Details)
Interest Rate Swaps (Details) - Interest Rate Swap | 9 Months Ended |
Sep. 30, 2015USD ($) | |
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 | Sep. 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 | $ 14 | $ 5 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Money market funds | 134 | 106 |
Total | 135 | 110 |
Total | 14 | 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 | 134 | 106 |
Total | 134 | 106 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total | 1 | 4 |
Total | 14 | 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 | 1 | 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 | 1 | 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 | 14 | 5 |
Currency forward contracts | 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 | $ 14 | 5 |
Currency forward contracts | $ 1 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 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 | $ 1 |
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 | Sep. 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 | 2,456 | 2,431 |
Fixed Rate Debt | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying Value | 2,211 | 2,211 |
Fair Value | $ 2,274 | $ 2,286 |
Equity - Additional Information
Equity - Additional Information (Details) $ in Millions | Aug. 10, 2015USD ($)Person | Sep. 30, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | |||
Expects to record a catch-up adjustment | $ 2 | ||
Restricted Stock Unit | |||
Class Of Stock [Line Items] | |||
Percentage to set the amount earned RSU granted | 100.00% | 150.00% | |
Expected to impact RSU awards | Person | 428 | ||
Incremental stock compensation expense | $ 10 | ||
Incremental stock compensation expense recognized over the remaining service period, on a weighted-average basis | 1 year 10 months 24 days |
Rollforward of SunGard's Noncon
Rollforward of SunGard's Noncontrolling Interest (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Minority Interest [Line Items] | ||||
Beginning Balance | $ (1,398) | |||
Net income | $ 7 | $ (31) | (19) | $ (458) |
Ending Balance | (1,500) | (1,500) | ||
Parent | Noncontrolling interest | ||||
Minority Interest [Line Items] | ||||
Beginning Balance | 1,527 | 1,783 | ||
Net income | 147 | 132 | ||
Purchase of treasury stock | (1) | (3) | ||
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 | 7 | 8 | ||
Issuance of common and preferred stock | 9 | |||
Cancellation of put options due to employee terminations | (8) | (2) | ||
Ending Balance | 1,681 | 1,479 | 1,681 | 1,479 |
Parent | Noncontrolling interest | Temporary equity | ||||
Minority Interest [Line Items] | ||||
Beginning Balance | 37 | 42 | ||
Net income | 9 | |||
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 | 7 | 8 | ||
Issuance of common and preferred stock | 2 | |||
Cancellation of put options due to employee terminations | (11) | (7) | ||
Ending Balance | 44 | 32 | 44 | 32 |
Parent | Noncontrolling interest | Permanent equity | ||||
Minority Interest [Line Items] | ||||
Beginning Balance | 1,490 | 1,741 | ||
Net income | 138 | 132 | ||
Purchase of treasury stock | (1) | (3) | ||
Impact of exchange of SpinCo common stock for SCCII preferred stock | (428) | |||
Transfer intrinsic value of vested restricted stock units to temporary equity | 0 | |||
Issuance of common and preferred stock | 7 | |||
Cancellation of put options due to employee terminations | 3 | 5 | ||
Ending Balance | $ 1,637 | $ 1,447 | $ 1,637 | 1,447 |
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) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Deferred Tax Assets Liabilities [Line Items] | ||||
Effective income tax rates | (33.00%) | 51.00% | 6.00% | 22.00% |
Deferred income tax provision (benefit) | $ (20) | $ (105) | ||
Uncertain tax positions, expense (benefit) | 10 | |||
State deferred tax expense (benefit) | 48 | |||
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 | ||
Financial Systems | ||||
Deferred Tax Assets Liabilities [Line Items] | ||||
Deferred income tax provision (benefit) | $ (33) | $ (33) |
Operating Results for Each Segm
Operating Results for Each Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Selected Financial Information [Line Items] | |||||
Revenue | $ 702 | $ 691 | $ 2,060 | $ 2,017 | |
Adjusted EBITDA | 199 | 188 | 552 | 492 | |
Depreciation | [1],[2] | 31 | 28 | 87 | 79 |
Amortization of acquisition-related intangible assets | 23 | 30 | 65 | 114 | |
Capital expenditures | 30 | 40 | 85 | 98 | |
Software | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 266 | 780 | 777 | ||
SaaS and Cloud | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 272 | 269 | 819 | 802 | |
Services | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 164 | 153 | 461 | 438 | |
Software | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 269 | ||||
Operating Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 702 | 691 | 2,060 | 2,017 | |
Adjusted EBITDA | 212 | 201 | 592 | 527 | |
Depreciation | [2] | 31 | 27 | 86 | 76 |
Amortization of acquisition-related intangible assets | 23 | 30 | 65 | 114 | |
Capital expenditures | 30 | 39 | 83 | 97 | |
Operating Segments | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 646 | 637 | 1,894 | 1,855 | |
Adjusted EBITDA | 196 | 184 | 543 | 477 | |
Depreciation | [2] | 29 | 24 | 79 | 70 |
Amortization of acquisition-related intangible assets | 21 | 29 | 61 | 108 | |
Capital expenditures | 28 | 37 | 74 | 90 | |
Operating Segments | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 56 | 54 | 166 | 162 | |
Adjusted EBITDA | 16 | 17 | 49 | 50 | |
Depreciation | [2] | 2 | 3 | 7 | 6 |
Amortization of acquisition-related intangible assets | 2 | 1 | 4 | 6 | |
Capital expenditures | 2 | 2 | 9 | 7 | |
Operating Segments | Software | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 266 | 780 | 777 | ||
Operating Segments | Software | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 230 | 675 | 674 | ||
Operating Segments | Software | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 36 | 105 | 103 | ||
Operating Segments | SaaS and Cloud | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 272 | 269 | 819 | 802 | |
Operating Segments | SaaS and Cloud | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 262 | 259 | 790 | 774 | |
Operating Segments | SaaS and Cloud | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 10 | 10 | 29 | 28 | |
Operating Segments | Services | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 164 | 153 | 461 | 438 | |
Operating Segments | Services | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 154 | 143 | 429 | 407 | |
Operating Segments | Services | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 10 | 10 | 32 | 31 | |
Operating Segments | Software | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 269 | ||||
Operating Segments | Software | Financial Systems | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 235 | ||||
Operating Segments | Software | Public Sector and Education Segments | |||||
Selected Financial Information [Line Items] | |||||
Revenue | 34 | ||||
Corporate | |||||
Selected Financial Information [Line Items] | |||||
Adjusted EBITDA | [1] | $ (13) | (13) | (40) | (35) |
Depreciation | [1],[2] | 1 | 1 | 3 | |
Capital expenditures | [1] | $ 1 | $ 2 | $ 1 | |
[1] | Corporate is included to reconcile each item to the total for the Company. | ||||
[2] | Includes amortization of capitalized software. |
Reconciliation of Adjusted EBIT
Reconciliation of Adjusted EBITDA to Income Loss from Continuing Operations before Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||||
Segment Reporting [Abstract] | ||||||||
Adjusted EBITDA (including corporate) | $ 199 | $ 188 | $ 552 | $ 492 | ||||
Depreciation | [1],[2] | (31) | (28) | (87) | (79) | |||
Amortization of acquisition-related intangible assets | (23) | (30) | (65) | (114) | ||||
Trade name impairment | 0 | (339) | ||||||
Severance and facility closure costs | (3) | (17) | [3] | (7) | [4] | (24) | [5] | |
Stock compensation expense | (13) | (13) | (36) | (33) | ||||
Management fees | (2) | (3) | (6) | (6) | ||||
Other costs (included in operating income) | (7) | (2) | (8) | (14) | ||||
Interest expense, net | (72) | (73) | (213) | (219) | ||||
Loss on extinguishment of debt | (61) | |||||||
Other income (expense) | 1 | |||||||
Income (loss) from continuing operations before income taxes | $ 48 | $ 22 | $ 131 | $ (397) | ||||
[1] | Corporate is included to reconcile each item to the total for the Company. | |||||||
[2] | Includes amortization of capitalized software. | |||||||
[3] | Includes $17 million of severance, primarily in FS | |||||||
[4] | Includes $7 million of severance, primarily in FS | |||||||
[5] | Includes $23 million of severance and $1 million of lease exit costs, primarily in FS |
Operating Results for Each Se58
Operating Results for Each Segment (Parenthetical) (Details) - Financial Systems - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | |||
Severance costs | $ 17 | $ 7 | $ 23 |
Lease exit costs | $ 1 |
Liability for Workforce Reducti
Liability for Workforce Reductions and Facility Closures (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Beginning Balance | $ 25 |
Expense | 10 |
Paid | (17) |
Other adjustments | (4) |
Ending Balance | 14 |
Workforce-related | |
Restructuring Cost And Reserve [Line Items] | |
Beginning Balance | 12 |
Expense | 10 |
Paid | (14) |
Other adjustments | (4) |
Ending Balance | 4 |
Facilities | |
Restructuring Cost And Reserve [Line Items] | |
Beginning Balance | 13 |
Expense | 0 |
Paid | (3) |
Other adjustments | 0 |
Ending Balance | $ 10 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||||
Issuance of SpinCo term loan | $ 4,669 | $ 4,669 | |||||
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 | 2 | |||
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 | 3 | ||||||
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 | 6 | $ 6 | |||
GMSA | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transactions, expenses | 58 | ||||||
Related party transactions, cost and expenses | 13 | $ 12 | $ 20 | 30 | |||
Prepaid Balances | 2 | 2 | |||||
Accounts Payable | 1 | 1 | |||||
Other Commitment | $ 8 | $ 8 | |||||
Remaining agreement commitment, expiration date | Mar. 31, 2016 |
Supplemental Guarantor Conden61
Supplemental Guarantor Condensed Consolidating Financial Statements - Additional Information (Details) | 9 Months Ended |
Sep. 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 | Sep. 30, 2015 | Dec. 31, 2014 | |
Current: | |||
Cash and cash equivalents | $ 591 | $ 447 | |
Prepaid expenses, taxes and other current assets | 149 | 116 | |
Assets held for sale | 24 | ||
Total current assets | 1,311 | 1,249 | |
Property and equipment, net | 142 | 152 | |
Trade name | 672 | 672 | |
Goodwill | 3,733 | 3,760 | |
Total Assets | 6,458 | 6,511 | |
Current: | |||
Liabilities related to assets held for sale | 8 | ||
Total current liabilities | 897 | 998 | |
Long-term debt | 4,669 | 4,669 | |
Deferred and other income taxes | 618 | 616 | |
Other liabilities | 27 | 39 | |
Total liabilities | 6,211 | 6,322 | |
Total stockholders' equity | 137 | 92 | |
Total Liabilities and Equity | 6,458 | 6,511 | |
Parent | |||
Current: | |||
Cash and cash equivalents | 317 | 202 | |
Trade receivables, net | 1 | ||
Prepaid expenses, taxes and other current assets | 27 | 32 | |
Total current assets | 344 | 235 | |
Property and equipment, net | 1 | ||
Intangible assets, net | 57 | 68 | |
Deferred income taxes | 55 | 69 | |
Intercompany balances | 179 | 194 | |
Investment in subsidiaries | 8,432 | 8,039 | |
Total Assets | 9,068 | 8,605 | |
Current: | |||
Intercompany balances | 3,901 | 3,549 | |
Accounts payable and other current liabilities | 126 | 59 | |
Total current liabilities | 4,027 | 3,608 | |
Long-term debt | 4,529 | 4,529 | |
Intercompany debt | 161 | 162 | |
Deferred and other income taxes | 97 | 101 | |
Total liabilities | 8,814 | 8,400 | |
Total stockholders' equity | 254 | 205 | |
Total Liabilities and Equity | 9,068 | 8,605 | |
Guarantor Subsidiaries | |||
Current: | |||
Cash and cash equivalents | (1) | 1 | |
Intercompany balances | 3,422 | 3,049 | |
Trade receivables, net | [1] | 384 | 446 |
Prepaid expenses, taxes and other current assets | 82 | 43 | |
Total current assets | 3,887 | 3,539 | |
Property and equipment, net | 94 | 94 | |
Intangible assets, net | 320 | 348 | |
Trade name | 672 | 672 | |
Intercompany balances | 7 | 8 | |
Goodwill | 3,112 | 3,099 | |
Investment in subsidiaries | 1,380 | 1,366 | |
Total Assets | 9,472 | 9,126 | |
Current: | |||
Accounts payable and other current liabilities | 479 | 510 | |
Total current liabilities | 479 | 510 | |
Deferred and other income taxes | 547 | 559 | |
Other liabilities | 14 | 18 | |
Total liabilities | 1,040 | 1,087 | |
Total stockholders' equity | 8,432 | 8,039 | |
Total Liabilities and Equity | 9,472 | 9,126 | |
Non-Guarantor Subsidiaries | |||
Current: | |||
Cash and cash equivalents | 275 | 244 | |
Intercompany balances | 479 | 500 | |
Trade receivables, net | 163 | 239 | |
Prepaid expenses, taxes and other current assets | 44 | 39 | |
Assets held for sale | 24 | ||
Total current assets | 985 | 1,022 | |
Property and equipment, net | 47 | 58 | |
Intangible assets, net | 223 | 262 | |
Intercompany balances | 154 | 154 | |
Goodwill | 621 | 661 | |
Total Assets | 2,030 | 2,157 | |
Current: | |||
Accounts payable and other current liabilities | 291 | 427 | |
Liabilities related to assets held for sale | 8 | ||
Total current liabilities | 299 | 427 | |
Long-term debt | 140 | 140 | |
Intercompany debt | 179 | 194 | |
Deferred and other income taxes | 20 | 17 | |
Other liabilities | 12 | 13 | |
Total liabilities | 650 | 791 | |
Total stockholders' equity | 1,380 | 1,366 | |
Total Liabilities and Equity | 2,030 | 2,157 | |
SunGard Data Systems Inc. | |||
Current: | |||
Cash and cash equivalents | 591 | 447 | |
Trade receivables, net | 547 | 686 | |
Prepaid expenses, taxes and other current assets | 145 | 112 | |
Assets held for sale | 24 | ||
Total current assets | 1,307 | 1,245 | |
Property and equipment, net | 142 | 152 | |
Intangible assets, net | 600 | 678 | |
Trade name | 672 | 672 | |
Goodwill | 3,733 | 3,760 | |
Total Assets | 6,454 | 6,507 | |
Current: | |||
Accounts payable and other current liabilities | 888 | 994 | |
Liabilities related to assets held for sale | 8 | ||
Total current liabilities | 896 | 994 | |
Long-term debt | 4,669 | 4,669 | |
Deferred and other income taxes | 609 | 608 | |
Other liabilities | 26 | 31 | |
Total liabilities | 6,200 | 6,302 | |
Total stockholders' equity | 254 | 205 | |
Total Liabilities and Equity | 6,454 | 6,507 | |
Consolidation, Eliminations | |||
Current: | |||
Intercompany balances | (3,901) | (3,549) | |
Prepaid expenses, taxes and other current assets | (8) | (2) | |
Total current assets | (3,909) | (3,551) | |
Deferred income taxes | (55) | (69) | |
Intercompany balances | (340) | (356) | |
Investment in subsidiaries | (9,812) | (9,405) | |
Total Assets | (14,116) | (13,381) | |
Current: | |||
Intercompany balances | (3,901) | (3,549) | |
Accounts payable and other current liabilities | (8) | (2) | |
Total current liabilities | (3,909) | (3,551) | |
Intercompany debt | (340) | (356) | |
Deferred and other income taxes | (55) | (69) | |
Total liabilities | (4,304) | (3,976) | |
Total stockholders' equity | (9,812) | (9,405) | |
Total Liabilities and Equity | $ (14,116) | $ (13,381) | |
[1] | This balance includes receivables related to 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 $140 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors. |
Supplemental Condensed Consol63
Supplemental Condensed Consolidating Balance Sheet (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 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 Consol64
Supplemental Condensed Consolidating Schedule of Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Condensed Financial Statements Captions [Line Items] | |||||
Revenue | $ 702 | $ 691 | $ 2,060 | $ 2,017 | |
Depreciation | [1],[2] | 31 | 28 | 87 | 79 |
Amortization of acquisition-related intangible assets | 23 | 30 | 65 | 114 | |
Total costs and expenses | 582 | 596 | 1,717 | 2,134 | |
Operating income (loss) | 120 | 95 | 343 | (117) | |
Income (loss) from continuing operations before income taxes | 48 | 22 | 131 | (397) | |
Benefit from (provision for) income taxes | 17 | (11) | (7) | 88 | |
Income (loss) from continuing operations | 65 | 11 | 124 | (309) | |
Income (loss) from discontinued operations, net of tax | 2 | 4 | (17) | ||
Net income (loss) | 67 | 11 | 128 | (326) | |
Comprehensive income (loss) | (9) | (85) | (77) | (493) | |
Consolidation, Eliminations | |||||
Condensed Financial Statements Captions [Line Items] | |||||
Revenue | (111) | (94) | (303) | (302) | |
Total costs and expenses | (111) | (94) | (303) | (302) | |
Net earnings (losses) of equity affiliates | (183) | (93) | (394) | 4 | |
Income (loss) from continuing operations before income taxes | (183) | (93) | (394) | 4 | |
Income (loss) from continuing operations | (183) | (93) | (394) | 4 | |
Net income (loss) | (183) | (93) | (394) | 4 | |
Comprehensive income (loss) | (152) | (5) | (316) | 95 | |
Parent | |||||
Condensed Financial Statements Captions [Line Items] | |||||
Total costs and expenses | 32 | 27 | 80 | 75 | |
Operating income (loss) | (32) | (27) | (80) | (75) | |
Net interest income (expense) | (69) | (69) | (203) | (205) | |
Net earnings (losses) of equity affiliates | 140 | 83 | 320 | (50) | |
Other income (expense) | (2) | (2) | (61) | ||
Income (loss) from continuing operations before income taxes | 37 | (13) | 35 | (391) | |
Benefit from (provision for) income taxes | 30 | 24 | 93 | 92 | |
Income (loss) from continuing operations | 67 | 11 | 128 | (299) | |
Income (loss) from discontinued operations, net of tax | (27) | ||||
Net income (loss) | 67 | 11 | 128 | (326) | |
Comprehensive income (loss) | 51 | (43) | 70 | (361) | |
Guarantor Subsidiaries | |||||
Condensed Financial Statements Captions [Line Items] | |||||
Revenue | 500 | 487 | 1,480 | 1,437 | |
Total costs and expenses | 403 | 387 | 1,165 | 1,549 | |
Operating income (loss) | 97 | 100 | 315 | (112) | |
Net interest income (expense) | (1) | (1) | |||
Net earnings (losses) of equity affiliates | 43 | 10 | 74 | 46 | |
Other income (expense) | (1) | (1) | (1) | (1) | |
Income (loss) from continuing operations before income taxes | 139 | 108 | 388 | (68) | |
Benefit from (provision for) income taxes | (1) | (25) | (70) | 17 | |
Income (loss) from continuing operations | 138 | 83 | 318 | (51) | |
Income (loss) from discontinued operations, net of tax | 2 | 2 | 1 | ||
Net income (loss) | 140 | 83 | 320 | (50) | |
Comprehensive income (loss) | 125 | 40 | 281 | (118) | |
Non-Guarantor Subsidiaries | |||||
Condensed Financial Statements Captions [Line Items] | |||||
Revenue | 313 | 298 | 883 | 882 | |
Total costs and expenses | 258 | 276 | 775 | 812 | |
Operating income (loss) | 55 | 22 | 108 | 70 | |
Net interest income (expense) | (3) | (3) | (10) | (13) | |
Other income (expense) | 3 | 1 | 4 | 1 | |
Income (loss) from continuing operations before income taxes | 55 | 20 | 102 | 58 | |
Benefit from (provision for) income taxes | (12) | (10) | (30) | (21) | |
Income (loss) from continuing operations | 43 | 10 | 72 | 37 | |
Income (loss) from discontinued operations, net of tax | 2 | 9 | |||
Net income (loss) | 43 | 10 | 74 | 46 | |
Comprehensive income (loss) | 27 | (35) | 35 | 23 | |
SunGard Data Systems Inc. | |||||
Condensed Financial Statements Captions [Line Items] | |||||
Revenue | 702 | 691 | 2,060 | 2,017 | |
Depreciation | 31 | 28 | 87 | 79 | |
Amortization of acquisition-related intangible assets | 23 | 30 | 65 | 114 | |
Total costs and expenses | 582 | 596 | 1,717 | 2,134 | |
Operating income (loss) | 120 | 95 | 343 | (117) | |
Net interest income (expense) | (72) | (73) | (213) | (219) | |
Other income (expense) | 1 | (61) | |||
Income (loss) from continuing operations before income taxes | 48 | 22 | 131 | (397) | |
Benefit from (provision for) income taxes | 17 | (11) | (7) | 88 | |
Income (loss) from continuing operations | 65 | 11 | 124 | (309) | |
Income (loss) from discontinued operations, net of tax | 2 | 4 | (17) | ||
Net income (loss) | 67 | 11 | 128 | (326) | |
Comprehensive income (loss) | $ 51 | $ (43) | $ 70 | $ (361) | |
[1] | Corporate is included to reconcile each item to the total for the Company. | ||||
[2] | Includes amortization of capitalized software. |
Elimination of Cumulative Forei
Elimination of Cumulative Foreign Currency Translation Loss (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | $ (9) | $ (85) | $ (77) | $ (493) |
Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | 51 | (43) | 70 | (361) |
Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | 125 | 40 | 281 | (118) |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | 27 | (35) | 35 | 23 |
Scenario, Previously Reported | Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | (436) | |||
Scenario, Previously Reported | Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | (151) | |||
Scenario, Previously Reported | Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | (26) | |||
Consolidation, Eliminations | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | $ (152) | $ (5) | $ (316) | 95 |
Consolidation, Eliminations | Scenario, Previously Reported | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Comprehensive income (loss) | $ 177 |
Supplemental Condensed Consol66
Supplemental Condensed Consolidating Schedule of Cash Flows (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Cash flow from operations: | |||||||
Net income (loss) | $ 67 | $ 11 | $ 128 | $ (326) | |||
Income (loss) from discontinued operations | 2 | 4 | (17) | ||||
Income (loss) from continuing operations | 65 | 11 | 124 | (309) | |||
Cash flow from (used in) continuing operations | 323 | 222 | |||||
Cash flow from (used in) discontinued operations | 34 | ||||||
Cash flow from (used in) operations | 323 | 256 | |||||
Investment activities: | |||||||
Cash paid for acquired businesses, net of cash acquired | (25) | (4) | |||||
Cash paid for property and equipment and software | (30) | (40) | (85) | (98) | |||
Other investing activities | 1 | ||||||
Cash provided by (used in) continuing operations | (109) | (102) | |||||
Cash provided by (used in) discontinued operations | 1 | 7 | |||||
Cash provided by (used in) investment activities | (108) | (95) | |||||
Financing activities: | |||||||
Cash provided by (used in) continuing operations | (54) | (1,349) | |||||
Cash provided by (used in) discontinued operations | 887 | ||||||
Cash provided by (used in) financing activities | (54) | (462) | |||||
Effect of exchange rate changes on cash | (13) | (9) | |||||
Beginning cash and cash equivalents | 447 | 706 | |||||
Ending cash and cash equivalents | 595 | 396 | 595 | 396 | |||
Consolidation, Eliminations | |||||||
Cash flow from operations: | |||||||
Net income (loss) | (183) | (93) | (394) | 4 | |||
Income (loss) from continuing operations | (183) | (93) | (394) | 4 | |||
Non cash adjustments | 394 | (4) | |||||
Investment activities: | |||||||
Intercompany transactions | (112) | (74) | |||||
Cash provided by (used in) continuing operations | (112) | (74) | |||||
Cash provided by (used in) investment activities | (112) | (74) | |||||
Financing activities: | |||||||
Intercompany dividends | 112 | 74 | |||||
Cash provided by (used in) continuing operations | 112 | 74 | |||||
Cash provided by (used in) financing activities | 112 | 74 | |||||
Parent | |||||||
Cash flow from operations: | |||||||
Net income (loss) | 67 | 11 | 128 | (326) | |||
Income (loss) from discontinued operations | (27) | ||||||
Income (loss) from continuing operations | 67 | 11 | 128 | (299) | |||
Non cash adjustments | (253) | 169 | |||||
Changes in operating assets and liabilities | (61) | (59) | |||||
Cash flow from (used in) continuing operations | (186) | (189) | |||||
Cash flow from (used in) discontinued operations | (43) | ||||||
Cash flow from (used in) operations | (186) | [1] | (232) | [2] | |||
Investment activities: | |||||||
Intercompany transactions | 356 | 191 | |||||
Cash paid for property and equipment and software | (2) | (1) | |||||
Cash provided by (used in) continuing operations | 354 | 190 | |||||
Cash provided by (used in) discontinued operations | 1,041 | ||||||
Cash provided by (used in) investment activities | 354 | 1,231 | |||||
Financing activities: | |||||||
Net repayments of long-term debt | (1,269) | ||||||
Other financing activities | (53) | (18) | |||||
Cash provided by (used in) continuing operations | (53) | (1,287) | |||||
Cash provided by (used in) financing activities | (53) | (1,287) | |||||
Increase (decrease) in cash and cash equivalents | 115 | (288) | |||||
Beginning cash and cash equivalents | 202 | 403 | [3] | ||||
Ending cash and cash equivalents | 317 | [4] | 115 | 317 | [4] | 115 | |
Guarantor Subsidiaries | |||||||
Cash flow from operations: | |||||||
Net income (loss) | 140 | 83 | 320 | (50) | |||
Income (loss) from discontinued operations | 2 | 2 | 1 | ||||
Income (loss) from continuing operations | 138 | 83 | 318 | (51) | |||
Non cash adjustments | (29) | 314 | |||||
Changes in operating assets and liabilities | 138 | 74 | |||||
Cash flow from (used in) continuing operations | 427 | 337 | |||||
Cash flow from (used in) discontinued operations | 52 | ||||||
Cash flow from (used in) operations | 427 | [1] | 389 | [2] | |||
Investment activities: | |||||||
Intercompany transactions | (293) | (168) | |||||
Cash paid for acquired businesses, net of cash acquired | (21) | (4) | |||||
Cash paid for property and equipment and software | (59) | (62) | |||||
Cash provided by (used in) continuing operations | (373) | (234) | |||||
Cash provided by (used in) discontinued operations | (41) | ||||||
Cash provided by (used in) investment activities | (373) | (275) | |||||
Financing activities: | |||||||
Intercompany dividends | (56) | (37) | |||||
Cash provided by (used in) continuing operations | (56) | (37) | |||||
Cash provided by (used in) discontinued operations | (80) | ||||||
Cash provided by (used in) financing activities | (56) | (117) | |||||
Increase (decrease) in cash and cash equivalents | (2) | (3) | |||||
Beginning cash and cash equivalents | 1 | 2 | [3] | ||||
Ending cash and cash equivalents | (1) | [4] | (1) | (1) | [4] | (1) | |
Non-Guarantor Subsidiaries | |||||||
Cash flow from operations: | |||||||
Net income (loss) | 43 | 10 | 74 | 46 | |||
Income (loss) from discontinued operations | 2 | 9 | |||||
Income (loss) from continuing operations | 43 | 10 | 72 | 37 | |||
Non cash adjustments | 60 | 56 | |||||
Changes in operating assets and liabilities | (50) | (19) | |||||
Cash flow from (used in) continuing operations | 82 | 74 | |||||
Cash flow from (used in) discontinued operations | 25 | ||||||
Cash flow from (used in) operations | 82 | [1] | 99 | [2] | |||
Investment activities: | |||||||
Intercompany transactions | 49 | 51 | |||||
Cash paid for acquired businesses, net of cash acquired | (4) | ||||||
Cash paid for property and equipment and software | (24) | (35) | |||||
Other investing activities | 1 | ||||||
Cash provided by (used in) continuing operations | 22 | 16 | |||||
Cash provided by (used in) discontinued operations | 1 | (993) | |||||
Cash provided by (used in) investment activities | 23 | (977) | |||||
Financing activities: | |||||||
Intercompany dividends | (56) | (37) | |||||
Net repayments of long-term debt | (62) | ||||||
Other financing activities | (1) | ||||||
Cash provided by (used in) continuing operations | (57) | (99) | |||||
Cash provided by (used in) discontinued operations | 967 | ||||||
Cash provided by (used in) financing activities | (57) | 868 | |||||
Effect of exchange rate changes on cash | (13) | (9) | |||||
Increase (decrease) in cash and cash equivalents | 35 | (19) | |||||
Beginning cash and cash equivalents | 244 | 301 | [3] | ||||
Ending cash and cash equivalents | 279 | [4] | 282 | 279 | [4] | 282 | |
SunGard Data Systems Inc. | |||||||
Cash flow from operations: | |||||||
Net income (loss) | 67 | 11 | 128 | (326) | |||
Income (loss) from discontinued operations | 2 | 4 | (17) | ||||
Income (loss) from continuing operations | 65 | 11 | 124 | (309) | |||
Non cash adjustments | 172 | 535 | |||||
Changes in operating assets and liabilities | 27 | (4) | |||||
Cash flow from (used in) continuing operations | 323 | 222 | |||||
Cash flow from (used in) discontinued operations | 34 | ||||||
Cash flow from (used in) operations | 323 | [1] | 256 | [2] | |||
Investment activities: | |||||||
Cash paid for acquired businesses, net of cash acquired | (25) | (4) | |||||
Cash paid for property and equipment and software | (85) | (98) | |||||
Other investing activities | 1 | ||||||
Cash provided by (used in) continuing operations | (109) | (102) | |||||
Cash provided by (used in) discontinued operations | 1 | 7 | |||||
Cash provided by (used in) investment activities | (108) | (95) | |||||
Financing activities: | |||||||
Net repayments of long-term debt | (1,331) | ||||||
Other financing activities | (54) | (18) | |||||
Cash provided by (used in) continuing operations | (54) | (1,349) | |||||
Cash provided by (used in) discontinued operations | 887 | ||||||
Cash provided by (used in) financing activities | (54) | (462) | |||||
Effect of exchange rate changes on cash | (13) | (9) | |||||
Increase (decrease) in cash and cash equivalents | 148 | (310) | |||||
Beginning cash and cash equivalents | 447 | 706 | [3] | ||||
Ending cash and cash equivalents | $ 595 | [4] | $ 396 | $ 595 | [4] | $ 396 | |
[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 nine months ended September 30, 2015, the Parent Company allocated approximately $117 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 nine months ended September 30, 2014, the Parent Company allocated approximately $126 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. | ||||||
[4] | Includes $4 million of Non-Guarantor cash reflected in assets held for sale. |
Supplemental Condensed Consol67
Supplemental Condensed Consolidating Schedule of Cash Flows (Parenthetical) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Financial Statements Captions [Line Items] | ||
Accrued income taxes | $ (4) | $ 7 |
Intercompany non-cash adjustment for push-down of income tax balances | 1,500 | |
Non-Guarantor cash reflected in assets held for sale | 4 | |
Guarantor Subsidiaries | ||
Condensed Financial Statements Captions [Line Items] | ||
Accrued income taxes | $ 117 | $ 126 |