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DISCONTINUED OPERATIONS - SALE OF U.S. RETAIL WIRELESS BUSINESS | 9 Months Ended
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Sep. 30, 2013
DISCONTINUED OPERATIONS - SALE OF U.S. RETAIL WIRELESS BUSINESS |
DISCONTINUED OPERATIONS - SALE OF U.S. RETAIL WIRELESS BUSINESS | 4. DISCONTINUED OPERATIONS — SALE OF U.S. RETAIL WIRELESS BUSINESS On September 20, 2013, the Federal Communications Commission announced its approval of the previously announced proposed sale of the Company’s U.S. retail wireless business operated under the Alltel name to AT&T for approximately $780.0 million in cash plus $17.4 million in working capital adjustments. The Company previously reported the operations of this business within its U.S. Wireless segment. As a result of that approval, the Company completed the sale of certain U.S. retail wireless assets on that date and recorded a gain of approximately $305.2 million calculated as follows (in thousands):
Proceeds: |  |  |  |  |
Received |  |  |  | $ | 702,000 |
Escrowed |  |  |  | 78,000 |
Working capital- preliminary |  |  |  | 24,138 |
Working capital- adjusted |  |  |  | (6,703 | )
Adjust proceeds |  |  |  | 797,435 |
Less: Net assets sold or impaired: |  |  |  |  |
Assets sold or impaired: |  |  |  |  |
Current assets |  | 51,597 |  |  |
Property, plant and equipment, net |  | 190,970 |  |  |
Telecommunications licenses |  | 50,553 |  |  |
Other intangible assets |  | 37,434 |  |  |
Other assets |  | 13,202 |  |  |
Liabilities sold: |  |  |  |  |
Current liabilities |  | (40,674 | ) |  |
Other liabilities |  | (22,796 | ) |  |
Net assets sold or impaired |  |  |  | 280,286 |
Less: Transaction related costs |  |  |  | 13,517 |
Pre-tax gain |  |  |  | 503,632 |
Less: Income taxes at effective rate |  |  |  | 198,435 |
Net gain on sale |  |  |  | $ | 305,197 |
The $797.4 million in cash proceeds includes $78.0 million of cash being held in a general indemnity escrow account which, subject to the terms and conditions of the purchase agreement between AT&T Mobility and the Company governing the sale, this escrow will be released to the Company over the next eighteen months as follows; $19.5 million after 180 days; $19.5 million after 360 days; and the remaining $39.0 million after 18 months. The Company has recorded the $78.0 million as restricted cash on its September 30, 2013 balance sheet with $39.0 million classified as a current asset and the remaining $39.0 million classified as long-term based on the timing of the expected cash proceeds. The Alltel trade name was not sold to AT&T Mobility. Due to trade name assignment restrictions, and no planned use through operations, the trade name was fully impaired. As a result, an impairment of $11.9 million was recorded as a part of the disposal and included in the net gain calculation. The Company also recorded $28.7 million for the minority shareholders’ interests in the sold operation which is based on the estimated final distribution to the minority shareholders and included in non-controlling interests on its September 30, 2013 balance sheet. The Company has reclassified the assets and liabilities of its Alltel operations to assets of discontinued operations and liabilities of discontinued operations within its December 31, 2012 and September 30, 2013 balance sheets. Those assets and liabilities consist of the following (in thousands):
|  | December 31, 2012 |  | September 30, 2013 |
Accounts receivable, net |  | $ | 34,225 |  | $ | — |
Materials and supplies |  | 19,047 |  | — |
Prepayments and other current assets |  | 5,386 |  | 4,923 |
Property, plant and equipment, net |  | 212,222 |  | — |
Telecommunications licenses |  | 50,553 |  | — |
Other intangible assets |  | 42,746 |  | — |
Other assets |  | 16,586 |  | — |
Assets of discontinued operations |  | $ | 380,765 |  | $ | 4,923 |
Accounts payable and accrued liabilities |  | $ | 20,486 |  | $ | 17,719 |
Accrued taxes |  | 3,475 |  | — |
Advance payments and deposits |  | 11,435 |  | — |
Other current liabilities |  | 27,440 |  | — |
Other liabilities |  | 11,074 |  | — |
Liabilities of discontinued operations |  | $ | 73,910 |  | $ | 17,719 |
Revenues and income from discontinued operations related to the Alltel business for the three and nine months ended September 30, 2012 and 2013 were as follows (in thousands):
|  | Three Months Ended September 30, |
|  | 2012 |  | 2013 |
Revenue from discontinued operations |  | $ | 115,692 |  | $ | 88,036 |
Income (loss) from discontinued operations, net of tax expense (benefit) of $5,369 and $(1,020), respectively |  | 8,922 |  | (1,960 | )
|  | Nine Months Ended September 30, |
|  | 2012 |  | 2013 |
Revenue from discontinued operations |  | $ | 349,703 |  | $ | 299,519 |
Income from discontinued operations, net of tax expense of $15,241 and $3,244, respectively |  | 23,428 |  | 5,166 |

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- Definition The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 144 -Paragraph 43-48 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=8077374&loc=d3e2443-110228 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760 + Details
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