Guarantor Financial Information | (22) Guarantor Financial Information Our 7.25% senior notes due 2018, our 6.5% senior subordinated notes due 2020 and our 6.375% senior subordinated notes due 2023 are guaranteed, and before their redemption on October 1, 2015, our 8.625% senior subordinated notes due 2018 were guaranteed, by certain of our consolidated 100% owned subsidiaries, or the Guarantor Subsidiaries. The guarantees are full and unconditional and joint and several. The following supplemental financial information sets forth, on a consolidating basis, balance sheets as of September 30, 2016 and December 31, 2015, the related statements of operations and statements of comprehensive income (loss) for the three and nine months ended September 30, 2016 and 2015, and statements of cash flows for the nine months ended September 30, 2016 and 2015, respectively, for Alere Inc., the Guarantor Subsidiaries and our other subsidiaries, or the Non-Guarantor Subsidiaries. The supplemental financial information reflects the investments of Alere Inc. and the Guarantor Subsidiaries in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting. We have extensive transactions and relationships between various members of the consolidated group. These transactions and relationships include intercompany pricing agreements, intellectual property royalty agreements and general and administrative and research and development cost sharing agreements. Because of these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. Effective December 31, 2015, we adopted ASU 2015-03 and ASU 2015-15, and accordingly we have reclassified $34.1 million of debt issuance costs from other non-current assets to long-term debt, net of current portion on our balance sheet as of December 31, 2015, as described in Note 18 Recent Accounting Pronouncements As discussed in Note 2 Revision to Previously Reported Financial Statements The following schedules reconcile the amounts as previously reported in our consolidating financial statements to the corresponding revised amounts: Three Months Ended September 30, 2015 Revised Consolidating Statement of Operations- Guarantor Subsidiaries (in thousands) As Previously Revision As Net revenue $ 347,014 $ 1,024 $ 348,038 Cost of net revenue $ 206,803 $ 253 $ 207,056 Income from continuing operations before benefit for income taxes $ 37,740 $ (317 ) $ 37,423 Benefit for income taxes $ 33,431 $ (4,785 ) $ 28,646 Income from continuing operations $ 71,171 $ (5,102 ) $ 66,069 Three Months Ended September 30, 2015 Revised Consolidating Statement of Operations- Non-Guarantor Subsidiaries (in thousands) As Previously Revision As Net revenue $ 327,031 $ 700 $ 327,731 Cost of net revenue $ 188,137 $ (447 ) $ 187,690 Income from continuing operations before benefit for income taxes $ 25,489 $ 1,147 $ 26,636 Benefit for income taxes $ 63,534 $ (3,929 ) $ 59,605 Income from continuing operations $ 94,371 $ (2,782 ) $ 91,589 Nine Months Ended September 30, 2015 Revised Consolidating Statement of Operations- Guarantor Subsidiaries (in thousands) As Previously Revision As Net revenue $ 1,006,296 $ (2,157 ) $ 1,004,139 Cost of net revenue $ 594,072 $ (629 ) $ 593,443 Income from continuing operations before benefit for income taxes $ 97,789 $ (4,778 ) $ 93,011 Benefit for income taxes $ 20,334 $ (3,269 ) $ 17,065 Income from continuing operations $ 118,123 $ (8,047 ) $ 110,076 Nine Months Ended September 30, 2015 Revised Consolidating Statement of Operations- Non-Guarantor Subsidiaries (in thousands) As Previously Revision As Net revenue $ 1,037,808 $ 2,835 $ 1,040,643 Cost of net revenue $ 586,462 $ 1,399 $ 587,861 Income from continuing operations before benefit for income taxes $ 213,783 $ 236 $ 214,019 Benefit for income taxes $ 31,051 $ (4,366 ) $ 26,685 Income from continuing operations $ 254,174 $ (4,130 ) $ 250,044 CONSOLIDATING STATEMENT OF OPERATIONS For the Three Months Ended September 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 220,694 $ 309,896 $ (74,494 ) $ 456,096 Services revenue — 112,045 11,733 — 123,778 Net product sales and services revenue — 332,739 321,629 (74,494 ) 579,874 License and royalty revenue — 3,940 1,617 (3,077 ) 2,480 Net revenue — 336,679 323,246 (77,571 ) 582,354 Cost of net product sales 130 125,740 176,740 (63,664 ) 238,946 Cost of services revenue 723 77,875 7,325 (9,284 ) 76,639 Cost of net product sales and services revenue 853 203,615 184,065 (72,948 ) 315,585 Cost of license and royalty revenue — 5 3,711 (3,075 ) 641 Cost of net revenue 853 203,620 187,776 (76,023 ) 316,226 Gross profit (loss) (853 ) 133,059 135,470 (1,548 ) 266,128 Operating expenses: Research and development 3,228 20,338 7,864 — 31,430 Sales and marketing 1,867 52,928 47,184 — 101,979 General and administrative 75,261 18,319 36,196 (489 ) 129,287 Operating income (loss) (81,209 ) 41,474 44,226 (1,059 ) 3,432 Interest expense, including amortization of original issue discounts and deferred financing costs (43,291 ) (713 ) (2,831 ) 2,705 (44,130 ) Other income (expense), net (11,058 ) 1,574 (2,124 ) (2,704 ) (14,312 ) Income (loss) before provision (benefit) for income taxes (135,558 ) 42,335 39,271 (1,058 ) (55,010 ) Provision (benefit) for income taxes (227,263 ) 75,980 100,395 — (50,888 ) Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax 91,705 (33,645 ) (61,124 ) (1,058 ) (4,122 ) Equity in earnings of subsidiaries, net of tax (88,559 ) — — 88,559 — Equity earnings of unconsolidated entities, net of tax 18,881 — 6,677 591 26,149 Net income (loss) 22,027 (33,645 ) (54,447 ) 88,092 22,027 Less: Net income attributable to non-controlling interests — — 207 — 207 Net income (loss) attributable to Alere Inc. and Subsidiaries 22,027 (33,645 ) (54,654 ) 88,092 21,820 Preferred stock dividends (5,366 ) — — — (5,366 ) Net income (loss) available to common stockholders $ 16,661 $ (33,645 ) $ (54,654 ) $ 88,092 $ 16,454 CONSOLIDATING STATEMENT OF OPERATIONS For the Three Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 228,963 $ 310,571 $ (67,406 ) $ 472,128 Services revenue — 115,829 12,512 — 128,341 Net product sales and services revenue — 344,792 323,083 (67,406 ) 600,469 License and royalty revenue — 3,246 4,648 (4,595 ) 3,299 Net revenue — 348,038 327,731 (72,001 ) 603,768 Cost of net product sales 2,091 125,106 175,341 (56,724 ) 245,814 Cost of services revenue 74 81,549 6,999 (8,771 ) 79,851 Cost of net product sales and services revenue 2,165 206,655 182,340 (65,495 ) 325,665 Cost of license and royalty revenue (19 ) 401 5,350 (4,595 ) 1,137 Cost of net revenue 2,146 207,056 187,690 (70,090 ) 326,802 Gross profit (loss) (2,146 ) 140,982 140,041 (1,911 ) 276,966 Operating expenses: Research and development 5,670 15,015 15,326 — 36,011 Sales and marketing 1,335 53,862 51,296 — 106,493 General and administrative 22,960 34,817 43,529 — 101,306 Impairment and (gain) loss on dispositions, net 150 85 1,839 — 2,074 Operating income (loss) (32,261 ) 37,203 28,051 (1,911 ) 31,082 Interest expense, including amortization of original issue discounts and deferred financing costs (51,705 ) (2,613 ) (4,999 ) 6,984 (52,333 ) Other income (expense), net 4,225 2,833 3,584 (6,984 ) 3,658 Income (loss) from continuing operations before provision (benefit) for income taxes (79,741 ) 37,423 26,636 (1,911 ) (17,593 ) Provision (benefit) for income taxes 78,040 (28,646 ) (59,605 ) (1 ) (10,212 ) Income (loss) from continuing operations before equity in earnings (losses) of subsidiaries and unconsolidated entities, net of tax (157,781 ) 66,069 86,241 (1,910 ) (7,381 ) Equity in earnings of subsidiaries, net of tax 155,764 — — (155,764 ) — Equity earnings (losses) of unconsolidated entities, net of tax (364 ) — 5,348 16 5,000 Net income (loss) (2,381 ) 66,069 91,589 (157,658 ) (2,381 ) Less: Net loss attributable to non-controlling interests — — (61 ) — (61 ) Net income (loss) attributable to Alere Inc. and Subsidiaries (2,381 ) 66,069 91,650 (157,658 ) (2,320 ) Preferred stock dividends (5,369 ) — — — (5,369 ) Net income (loss) available to common stockholders $ (7,750 ) $ 66,069 $ 91,650 $ (157,658 ) $ (7,689 ) CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 668,028 $ 942,273 $ (210,688 ) $ 1,399,613 Services revenue — 329,227 35,069 — 364,296 Net product sales and services revenue — 997,255 977,342 (210,688 ) 1,763,909 License and royalty revenue — 10,308 6,183 (8,749 ) 7,742 Net revenue — 1,007,563 983,525 (219,437 ) 1,771,651 Cost of net product sales 464 377,293 531,200 (182,152 ) 726,805 Cost of services revenue 827 229,573 23,125 (25,492 ) 228,033 Cost of net product sales and services revenue 1,291 606,866 554,325 (207,644 ) 954,838 Cost of license and royalty revenue — 15 11,300 (8,748 ) 2,567 Cost of net revenue 1,291 606,881 565,625 (216,392 ) 957,405 Gross profit (loss) (1,291 ) 400,682 417,900 (3,045 ) 814,246 Operating expenses: Research and development 10,359 50,991 25,588 — 86,938 Sales and marketing 4,771 160,548 138,989 — 304,308 General and administrative 177,616 81,965 113,505 (489 ) 372,597 Impairment and (gain) loss on dispositions, net — — (3,810 ) — (3,810 ) Operating income (loss) (194,037 ) 107,178 143,628 (2,556 ) 54,213 Interest expense, including amortization of original issue discounts and deferred financing costs (126,235 ) (5,588 ) (8,673 ) 11,931 (128,565 ) Other income (expense), net (17,214 ) 8,179 (8,807 ) (11,931 ) (29,773 ) Income (loss) before provision (benefit) for income taxes (337,486 ) 109,769 126,148 (2,556 ) (104,125 ) Provision (benefit) for income taxes (207,552 ) 69,471 90,102 — (47,979 ) Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax (129,934 ) 40,298 36,046 (2,556 ) (56,146 ) Equity in earnings of subsidiaries, net of tax 86,943 — — (86,943 ) — Equity earnings of unconsolidated entities, net of tax 20,150 — 12,815 340 33,305 Net income (loss) (22,841 ) 40,298 48,861 (89,159 ) (22,841 ) Less: Net income attributable to non-controlling interests — — 453 — 453 Net income (loss) attributable to Alere Inc. and Subsidiaries (22,841 ) 40,298 48,408 (89,159 ) (23,294 ) Preferred stock dividends (15,983 ) — — — (15,983 ) Net income (loss) available to common stockholders $ (38,824 ) $ 40,298 $ 48,408 $ (89,159 ) $ (39,277 ) CONSOLIDATING STATEMENT OF OPERATIONS For the Nine Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Net product sales $ — $ 655,594 $ 985,966 $ (194,045 ) $ 1,447,515 Services revenue — 338,869 39,956 — 378,825 Net product sales and services revenue — 994,463 1,025,922 (194,045 ) 1,826,340 License and royalty revenue — 9,676 14,721 (10,706 ) 13,691 Net revenue — 1,004,139 1,040,643 (204,751 ) 1,840,031 Cost of net product sales 2,924 358,354 551,340 (168,810 ) 743,808 Cost of services revenue 204 233,470 22,963 (24,360 ) 232,277 Cost of net product sales and services revenue 3,128 591,824 574,303 (193,170 ) 976,085 Cost of license and royalty revenue (40 ) 1,619 13,558 (10,706 ) 4,431 Cost of net revenue 3,088 593,443 587,861 (203,876 ) 980,516 Gross profit (loss) (3,088 ) 410,696 452,782 (875 ) 859,515 Operating expenses: Research and development 11,213 43,927 36,085 — 91,225 Sales and marketing 4,165 159,190 160,241 — 323,596 General and administrative 67,873 123,875 63,422 — 255,170 Impairment and (gain) loss on dispositions, net 81,051 (8,719 ) (29,924 ) — 42,408 Operating income (loss) (167,390 ) 92,423 222,958 (875 ) 147,116 Interest expense, including amortization of original issue discounts and deferred financing costs (156,889 ) (8,958 ) (13,744 ) 21,333 (158,258 ) Other income (expense), net 11,468 9,546 4,805 (21,333 ) 4,486 Income (loss) from continuing operations before provision (benefit) for income taxes (312,811 ) 93,011 214,019 (875 ) (6,656 ) Provision (benefit) for income taxes 41,067 (17,065 ) (26,685 ) 307 (2,376 ) Income (loss) from continuing operations before equity in earnings of subsidiaries and unconsolidated entities, net of tax (353,878 ) 110,076 240,704 (1,182 ) (4,280 ) Equity in earnings of subsidiaries, net of tax 357,024 — — (357,024 ) — Equity earnings of unconsolidated entities, net of tax 982 — 9,340 (2 ) 10,320 Income from continuing operations 4,128 110,076 250,044 (358,208 ) 6,040 Income (loss) from discontinued operations, net of tax 218,689 (1,912 ) — — 216,777 Net income 222,817 108,164 250,044 (358,208 ) 222,817 Less: Net income attributable to non-controlling interests — — 386 — 386 Net income attributable to Alere Inc. and Subsidiaries 222,817 108,164 249,658 (358,208 ) 222,431 Preferred stock dividends (15,927 ) — — — (15,927 ) Net income available to common stockholders $ 206,890 $ 108,164 $ 249,658 $ (358,208 ) $ 206,504 CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended September 30, 2016 (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ 22,027 $ (33,645 ) $ (54,447 ) $ 88,092 $ 22,027 Other comprehensive income (loss), before tax: Changes in cumulative translation adjustment 2,433 (272 ) 6,577 (11 ) 8,727 Minimum pension liability adjustment — — 221 — 221 Other comprehensive income (loss), before tax 2,433 (272 ) 6,798 (11 ) 8,948 Other comprehensive income (loss) 2,433 (272 ) 6,798 (11 ) 8,948 Comprehensive income (loss) 24,460 (33,917 ) (47,649 ) 88,081 30,975 Less: Comprehensive income attributable to non-controlling interests — — 207 — 207 Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ 24,460 $ (33,917 ) $ (47,856 ) $ 88,081 $ 30,768 CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Three Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ (2,381 ) $ 66,069 $ 91,589 $ (157,658 ) $ (2,381 ) Other comprehensive loss, before tax: Changes in cumulative translation adjustment (748 ) (570 ) (87,314 ) (180 ) (88,812 ) Minimum pension liability adjustment — — 419 — 419 Other comprehensive loss, before tax (748 ) (570 ) (86,895 ) (180 ) (88,393 ) Other comprehensive loss, net of tax (748 ) (570 ) (86,895 ) (180 ) (88,393 ) Comprehensive income (loss) (3,129 ) 65,499 4,694 (157,838 ) (90,774 ) Less: Comprehensive loss attributable to non-controlling interests — — (61 ) — (61 ) Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (3,129 ) $ 65,499 $ 4,755 $ (157,838 ) $ (90,713 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended September 30, 2016 (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income (loss) $ (22,841 ) $ 40,298 $ 48,861 $ (89,159 ) $ (22,841 ) Other comprehensive income (loss), before tax: Changes in cumulative translation adjustment 2,824 (1,100 ) (14,936 ) (3 ) (13,215 ) Minimum pension liability adjustment — — 907 — 907 Other comprehensive income (loss), before tax 2,824 (1,100 ) (14,029 ) (3 ) (12,308 ) Other comprehensive income (loss) 2,824 (1,100 ) (14,029 ) (3 ) (12,308 ) Comprehensive income (loss) (20,017 ) 39,198 34,832 (89,162 ) (35,149 ) Less: Comprehensive income attributable to non-controlling interests — — 453 — 453 Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries $ (20,017 ) $ 39,198 $ 34,379 $ (89,162 ) $ (35,602 ) CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) For the Nine Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non- Eliminations Consolidated Net income $ 222,817 $ 108,164 $ 250,044 $ (358,208 ) $ 222,817 Other comprehensive loss, before tax: Changes in cumulative translation adjustment (1,208 ) (453 ) (120,587 ) (180 ) (122,428 ) Minimum pension liability adjustment — — (1,337 ) — (1,337 ) Other comprehensive loss, before tax (1,208 ) (453 ) (121,924 ) (180 ) (123,765 ) Other comprehensive loss, net of tax (1,208 ) (453 ) (121,924 ) (180 ) (123,765 ) Comprehensive income 221,609 107,711 128,120 (358,388 ) 99,052 Less: Comprehensive income attributable to non-controlling interests — — 386 — 386 Comprehensive income attributable to Alere Inc. and Subsidiaries $ 221,609 $ 107,711 $ 127,734 $ (358,388 ) $ 98,666 CONSOLIDATING BALANCE SHEET September 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 201,982 $ 545 $ 363,686 $ — $ 566,213 Restricted cash 757 — 4,242 — 4,999 Marketable securities — 75 — — 75 Accounts receivable, net of allowances — 190,077 237,164 — 427,241 Inventories, net — 178,382 194,560 (24,097 ) 348,845 Prepaid expenses and other current assets 10,499 35,605 111,243 6,486 163,833 Intercompany receivables 1,052,091 904,512 213,963 (2,170,566 ) — Total current assets 1,265,329 1,309,196 1,124,858 (2,188,177 ) 1,511,206 Property, plant and equipment, net 27,797 231,197 190,075 (2,756 ) 446,313 Goodwill — 1,822,771 982,911 — 2,805,682 Other intangible assets with indefinite lives — 7,511 20,539 (59 ) 27,991 Finite-lived intangible assets, net 2,618 537,041 328,326 (3,200 ) 864,785 Restricted cash — — 42,438 — 42,438 Other non-current assets 559 2,058 14,335 (733 ) 16,219 Investments in subsidiaries 3,378,517 158,194 57,650 (3,594,361 ) — Investments in unconsolidated entities 684 14,765 50,747 14,689 80,885 Deferred tax assets 212,822 — 58,758 (214,942 ) 56,638 Non-current income tax receivable 3,517 — — — 3,517 Intercompany notes receivables 1,765,528 710,007 602 (2,476,137 ) — Total assets $ 6,657,371 $ 4,792,740 $ 2,871,239 $ (8,465,676 ) $ 5,855,674 LIABILITIES AND EQUITY Current liabilities: Short-term debt and current portion of long-term debt $ 40,073 $ — $ 1,351 $ — $ 41,424 Current portion of capital lease obligations — 1,764 1,949 — 3,713 Accounts payable 41,465 77,717 92,294 — 211,476 Accrued expenses and other current liabilities 115,152 139,909 192,714 2,122 449,897 Intercompany payables 1,052,028 777,234 341,304 (2,170,566 ) — Total current liabilities 1,248,718 996,624 629,612 (2,168,444 ) 706,510 Long-term liabilities: Long-term debt, net of current portion 2,859,054 — 46,013 — 2,905,067 Capital lease obligations, net of current portion — 2,322 5,711 — 8,033 Deferred tax liabilities — 218,898 46,355 (212,740 ) 52,513 Other long-term liabilities 16,821 42,279 74,815 (733 ) 133,182 Intercompany notes payables 487,096 1,163,898 825,143 (2,476,137 ) — Total long-term liabilities 3,362,971 1,427,397 998,037 (2,689,610 ) 3,098,795 Total stockholders’ equity 2,045,682 2,368,719 1,238,903 (3,607,622 ) 2,045,682 Non-controlling interests — — 4,687 — 4,687 Total equity 2,045,682 2,368,719 1,243,590 (3,607,622 ) 2,050,369 Total liabilities and equity $ 6,657,371 $ 4,792,740 $ 2,871,239 $ (8,465,676 ) $ 5,855,674 CONSOLIDATING BALANCE SHEET December 31, 2015 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ 139,153 $ 21,150 $ 341,897 $ — $ 502,200 Restricted cash 1,250 — 4,444 — 5,694 Marketable securities — 164 — — 164 Accounts receivable, net of allowances — 192,591 253,242 — 445,833 Inventories, net — 173,383 194,192 (20,574 ) 347,001 Prepaid expenses and other current assets 7,576 27,095 110,961 6,601 152,233 Assets held for sale — current — — 4,165 — 4,165 Intercompany receivables 1,237,474 812,957 50,691 (2,101,122 ) — Total current assets 1,385,453 1,227,340 959,592 (2,115,095 ) 1,457,290 Property, plant and equipment, net 31,384 228,065 188,084 (1,494 ) 446,039 Goodwill — 1,823,919 1,012,996 — 2,836,915 Other intangible assets with indefinite lives — 7,638 20,531 (59 ) 28,110 Finite-lived intangible assets, net 2,951 627,269 370,261 (3,200 ) 997,281 Restricted cash — — 43,228 — 43,228 Other non-current assets 804 2,340 15,380 (446 ) 18,078 Investments in subsidiaries 3,294,857 158,195 57,650 (3,510,702 ) — Investments in unconsolidated entities 502 14,764 37,947 12,120 65,333 Deferred tax assets 91,220 — 51,329 (128,556 ) 13,993 Non-current income tax receivable 3,517 — — — 3,517 Assets held for sale — non-current 13,337 — — — 13,337 Intercompany notes receivables 1,905,188 672,032 6,900 (2,584,120 ) — Total assets $ 6,729,213 $ 4,761,562 $ 2,763,898 $ (8,331,552 ) $ 5,923,121 LIABILITIES AND EQUITY Current liabilities: Short-term debt and current portion of long-term debt $ 197,084 $ — $ 2,908 $ — $ 199,992 Current portion of capital lease obligations — 2,018 1,944 — 3,962 Accounts payable 15,981 76,890 102,881 — 195,752 Accrued expenses and other current liabilities 62,287 126,346 133,594 2,238 324,465 Liabilities related to assets held for sale — current — — 363 — 363 Intercompany payables 1,122,042 773,839 205,241 (2,101,122 ) — Total current liabilities 1,397,394 979,093 446,931 (2,098,884 ) 724,534 Long-term liabilities: Long-term debt, net of current portion 2,784,913 — 46,253 — 2,831,166 Capital lease obligations, net of current portion — 840 6,341 — 7,181 Deferred tax liabilities — 219,224 54,749 (126,355 ) 147,618 Other long-term liabilities 14,962 59,309 80,369 (447 ) 154,193 Intercompany notes payables 477,779 1,181,168 925,173 (2,584,120 ) — Total long-term liabilities 3,277,654 1,460,541 1,112,885 (2,710,922 ) 3,140,158 Total stockholders’ equity 2,054,165 2,321,928 1,199,818 (3,521,746 ) 2,054,165 Non-controlling interests — — 4,264 — 4,264 Total equity 2,054,165 2,321,928 1,204,082 (3,521,746 ) 2,058,429 Total liabilities and equity $ 6,729,213 $ 4,761,562 $ 2,763,898 $ (8,331,552 ) $ 5,923,121 CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2016 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Cash Flows from Operating Activities: Net income (loss) $ (22,841 ) $ 40,298 $ 48,861 $ (89,159 ) $ (22,841 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Equity in earnings of subsidiaries, net of tax (86,943 ) — — 86,943 — Non-cash interest expense, including amortization of original issue discounts and deferred financing costs 9,186 9 110 — 9,305 Depreciation and amortization 6,829 133,532 72,848 978 214,187 Non-cash stock-based compensation expense 16,347 7,595 7,173 — 31,115 Impairment of inventory — — 915 — 915 Impairment of long-lived assets — 548 86 — 634 Loss on sale of fixed assets 75 4,530 887 — 5,492 Equity earnings of unconsolidated entities, net of tax (20,150 ) — (12,815 ) (340 ) (33,305 ) Deferred income taxes (6,392 ) (300 ) (18,550 ) — (25,242 ) Gain on dispositions — — (3,810 ) — (3,810 ) Other non-cash items 815 (1,824 ) 8,684 (7 ) 7,668 Non-cash change in fair value of contingent purchase price consideration (1,800 ) (14,323 ) (167 ) — (16,290 ) Changes in assets and liabilities, net of acquisitions: Accounts receivable, net — 2,502 19,549 — 22,051 Inventories, net — (34,902 ) 1,666 1,576 (31,660 ) Prepaid expenses and other current assets 547 (8,417 ) (14,876 ) 116 (22,630 ) Accounts payable 25,483 2,517 (9,507 ) — 18,493 Accrued expenses and other current liabilities 41,025 15,149 60,896 (6,387 ) 110,683 Other non-current liabilities (112,172 ) (2,170 ) (3,137 ) — (117,479 ) Cash paid for contingent consideration (321 ) — (3 ) — (324 ) Intercompany payable (receivable) 269,507 (143,767 ) (132,020 ) 6,280 — Net cash provided by operating activities 119,195 977 26,790 — 146,962 Cash Flows from Investing Activities: (Increase) decrease in restricted cash 493 — (294 ) — 199 Purchases of property, plant and equipment (3,783 ) (20,325 ) (27,529 ) 1,642 (49,995 ) Proceeds from sale of property, plant and equipment 92 367 2,333 (1,642 ) 1,150 Cash received from (used in) dispositions, net of cash divested (1,337 ) — 22,807 — 21,470 Cash paid for business acquisitions, net of cash acquired — — (5,958 ) — (5,958 ) Cash received from sales of marketable securities. — 88 — — 88 Cash received from equity method investments 3,357 — — — 3,357 Cash paid for investments (184 ) — — — (184 ) Proceeds from sale of equity investments. 38,157 — 2,594 — 40,751 (Increase) decrease in other assets (50 ) (104 ) 614 — 460 Net cash provided by (used in) investing activities 36,745 (19,974 ) (5,433 ) — 11,338 Cash Flows from Financing Activities: Cash paid for financing costs (29,186 ) — — — (29,186 ) Cash paid for contingent purchase price consideration — — (575 ) — (575 ) Cash paid for dividends (15,969 ) — — — (15,969 ) Proceeds from issuance of common stock, net of issuance costs 13,923 — — — 13,923 Proceeds from issuance of long-term debt — — 462 — 462 Payments on long-term debt — — (1,722 ) — (1,722 ) Payments on long-term debt (186,879 ) — (938 ) — (187,817 ) Net proceeds (payments) under revolving credit facilities 125,000 — (124 ) — 124,876 Principal payments on capital lease obligations — (1,782 ) (1,321 ) — (3,103 ) Net cash used in financing activities (93,111 ) (1,782 ) (4,218 ) — (99,111 ) Foreign exchange effect on cash and cash equivalents — 174 4,650 — 4,824 Net increase (decrease) in cash and cash equivalents 62,829 (20,605 ) 21,789 — 64,013 Cash and cash equivalents, beginning of period 139,153 21,150 341,897 — 502,200 Cash and cash equivalents, end of period $ 201,982 $ 545 $ 363,686 $ — $ 566,213 CONSOLIDATING STATEMENT OF CASH FLOWS For the Nine Months Ended September 30, 2015 (in thousands) Issuer Guarantor Non-Guarantor Eliminations Consolidated Cash Flows from Operating Activities: Net income $ 222,817 $ 108,164 $ 250,044 $ (358,208 ) $ 222,817 Income (loss) from discontinued operations, net of tax 218,689 (1,912 ) — — 216,777 Income from continuing operations 4,128 110,076 250,044 (358,208 ) 6,040 Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities: Equity in earnings of subsidiaries, net of tax (357,024 ) — — 357,024 — Non-cash interest expense, including amortization of original issue discounts and deferred financing costs 10,542 19 66 — 10,627 Depreciation and amortization 7,891 128,363 97,390 7 233,651 Non-cash stock-based compensation expense 10,600 4,251 4,745 — 19,596 Impairment of inventory — 133 68 — 201 Impairment of long-lived assets — 64 314 — 378 Loss on disposition of fixed assets — 2,768 505 — 3,273 Equity earnings of unconsolidated entities, net of tax (982 ) — (9,340 ) 2 (10,320 ) Deferred income taxes (8,687 ) (27,430 ) (7,794 ) 439 (43,472 ) Loss related to impairment and net (gain) loss on dispositions 81,051 (8,804 ) (29,924 ) — 42,323 Loss on extinguishment of debt 3,480 — — — 3,480 Other non-cash items (376 ) (1,054 ) (3,358 ) 3 (4,785 ) Non-cash change in fair value of contingent purchase price consideration (33,667 ) 16,616 (34,860 ) — (51,911 ) Changes in assets and liabilities, net of acquisitions: Accounts receivable, net — (9,213 ) 6,052 — (3,161 ) Inventories, net — (31,708 ) (26,651 ) 207 (58,152 ) Prepaid expenses and other current assets 3,098 (28,016 ) 4,917 5,048 (14,953 ) Accounts payable (7,435 ) 777 (9,342 ) — (16,000 ) Accrued expenses and other current liabilities (1,455 ) 72,936 (27,203 ) (9,306 ) 34,972 Other non-current liabilities (16,114 ) 740 5,389 1,445 (8,540 ) Cash paid for contingent purchase price consideration (6,302 ) — (13 ) — (6,315 ) Intercompany payable (receivable) 447,475 (282,519 ) (167,580 ) 2,624 — Net cash provided by (used in) continuing operations 136,223 (52,001 ) 53,425 (715 ) 136,932 Net cash provided by discontinued operations — 318 — — 318 Net cash provided by (used in) operating activities 136,223 (51,683 ) 53,425 (715 ) 137,250 Cash Flows from Investing Activities: Increase in restricted cash (421,157 ) — (17,608 ) — (438,765 ) Purchases of property, plant and equipment (7,514 ) (25,915 ) (36,093 ) 1,575 (67,947 ) Proceeds from sale of property, plant and equipment — 846 1,554 (914 ) 1,486 Cash received from (used in) disposition, net of cash divested 593,066 (8,722 ) 2,281 — 586,625 Cash paid for business acquisitions, net of cash acquired (60,135 ) — — — (60,135 ) Cash received from (paid for) sales of marketable securities — 103 (4 ) — 99 Cash received from equity method investments 2,205 — 12,092 — 14,297 (Increase) decrease in other assets 368 497 (219 ) 235 881 Net cash provided by (used in) continuing operations 106,833 (33,191 ) (37,997 ) 896 36,541 Net cash used in discontinued operations — (209 ) — — (209 ) Net cash provided by (used in) investing activities 106,833 (33,400 ) (37,997 ) 896 36,332 Cash Flows from Financing Activities: Cash paid for financing costs (15,836 ) — (217 ) — (16,053 ) Cash paid for contingent purchase price consideration (13,640 ) — (439 ) — (14,079 ) Cash paid for dividends (15,970 ) — — — (15,970 ) Proceeds from issuance of common stock, net of issuance costs 76,457 — — — 76,457 Proceeds from issuance of long-term debt 2,119,125 — 42,897 — 2,162,022 Payments on short-term debt — — (25,584 ) — (25,584 ) Payments on long-term debt (2,128,625 ) — (540 ) — (2,129,165 ) Net proceeds (payments) under revolving credit facilities (127,000 ) — 397 — (126,603 ) Excess tax benefits on exercised stock options 3,264 2,531 307 — 6,102 Principal payments on capital lease obligations — (1,876 ) (2,463 ) — (4,339 ) Net cash provided by (used in) continuing operations (102,225 ) 655 14,358 — (87,212 ) Net cash used in discontinued operations — (76 ) — — (76 ) Net cash provided by (used in) financing activities (102,225 ) 579 14,358 — (87,288 ) Foreign exchange effect on cash and cash equivalents 16 (301 ) (8,208 ) (181 ) (8,674 ) Net increase (decrease) in cash and cash equivalents 140,847 (84,805 ) 21,578 — 77,620 Cash and cash equivalents, beginning of period — continuing operations 2,149 69,154 307,158 — 378,461 Cash and cash equivalents, beginning of period — discontinued operations — 23,300 — — 23,300 Cash and cash equivalents, end of period $ 142,996 $ 7,649 $ 328,736 $ — $ 479,381 |