Supplemental Guarantor Financial Statements | Note 9—Supplemental Guarantor Financial Statements On July 8, 2015, the Company issued $600.0 million aggregate principal amount of 5.875% Senior Notes due 2023 (the “Senior Notes”). The Senior Notes are jointly and severally and fully and unconditionally guaranteed, in each case subject to certain customary release provisions, by substantially all wholly-owned domestic subsidiaries of the Company that guarantee the Company’s Senior Secured Credit Facilities (collectively “Guarantors”). All of the Guarantors are 100% owned by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the Senior Notes (“Non-Guarantors”). The Guarantors also unconditionally guarantee the Senior Secured Credit Facilities. There are no significant restrictions on the ability of the Company or any of the subsidiaries that are Guarantors to obtain funds from its subsidiaries by dividend or loan. Condensed consolidating financial information as of June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 2016 and 2015 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands): June 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 24,753 $ 70,469 $ — $ 95,222 Accounts receivable, net — 176,884 62,544 — 239,428 Prepaid expenses and other current assets — 21,254 11,344 — 32,598 Prepaid income taxes — 41,256 — (1,937 ) 39,319 Restricted cash — 2,490 328 — 2,818 Net property, plant and equipment — 30,704 38,853 — 69,557 Investment in subsidiaries 2,798,897 764,004 — (3,562,901 ) — Intercompany receivables — 136,630 47,768 (184,398 ) — Deferred income taxes, long-term — — 2,018 — 2,018 Goodwill, intangible and other assets, net — 3,966,829 1,241,050 — 5,207,879 Total assets $ 2,798,897 $ 5,164,804 $ 1,474,374 $ (3,749,236 ) $ 5,688,839 Current portion of long-term debt — 16,166 14,712 — 30,878 Accounts payable — 13,028 7,005 — 20,033 Accrued expenses 16,157 71,968 36,061 — 124,186 Income taxes payable — — 1,937 (1,937 ) — Deferred revenue — 214,246 24,539 — 238,785 Long-term debt, net of current portion 600,000 1,535,644 434,327 — 2,569,971 Other long-term liabilities — 40,020 21,895 — 61,915 Intercompany payables 18,310 47,769 118,319 (184,398 ) — Deferred income taxes, long-term — 427,066 51,575 — 478,641 Total liabilities 634,467 2,365,907 710,370 (186,335 ) 3,524,409 Total stockholders’ equity 2,164,430 2,798,897 764,004 (3,562,901 ) 2,164,430 Total liabilities and stockholders’ equity $ 2,798,897 $ 5,164,804 $ 1,474,374 $ (3,749,236 ) $ 5,688,839 December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 360,583 $ 73,576 $ — $ 434,159 Accounts receivable, net — 127,446 42,505 — 169,951 Prepaid expenses and other current assets — 15,920 11,591 — 27,511 Prepaid income taxes — 38,155 2,472 — 40,627 Restricted cash — 2,490 328 — 2,818 Net property, plant and equipment — 31,940 35,203 — 67,143 Investment in subsidiaries 2,722,452 654,278 — (3,376,730 ) — Intercompany receivables — 100,992 34,220 (135,212 ) — Deferred income taxes, long-term — — 2,199 — 2,199 Goodwill, intangible and other assets, net — 3,861,711 1,196,123 — 5,057,834 Total assets $ 2,722,452 $ 5,193,515 $ 1,398,217 $ (3,511,942 ) $ 5,802,242 Current portion of long-term debt — 17,243 15,038 — 32,281 Accounts payable — 7,367 4,590 — 11,957 Accrued expenses 17,006 84,174 47,848 — 149,028 Income taxes payable — — 1,428 — 1,428 Deferred revenue — 202,252 19,772 — 222,024 Long-term debt, net of current portion 600,000 1,646,396 472,674 — 2,719,070 Other long-term liabilities — 31,748 19,686 — 51,434 Intercompany payables — 34,220 100,992 (135,212 ) — Deferred income taxes, long-term — 447,663 61,911 — 509,574 Total liabilities 617,006 2,471,063 743,939 (135,212 ) 3,696,796 Total stockholders’ equity 2,105,446 2,722,452 654,278 (3,376,730 ) 2,105,446 Total liabilities and stockholders’ equity $ 2,722,452 $ 5,193,515 $ 1,398,217 $ (3,511,942 ) $ 5,802,242 For the Three Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 257,316 $ 116,184 $ (423 ) $ 373,077 Cost of revenues — 138,262 72,640 (423 ) 210,479 Gross profit — 119,054 43,544 — 162,598 Operating expenses: Selling and marketing — 21,118 7,417 — 28,535 Research and development — 28,853 11,974 — 40,827 General and administrative — 18,602 8,597 — 27,199 Total operating expenses — 68,573 27,988 — 96,561 Operating income — 50,481 15,556 — 66,037 Interest expense, net (8,813 ) (17,548 ) (6,485 ) — (32,846 ) Other (expense) income, net — (17,617 ) 17,629 — 12 Earnings from subsidiaries 37,034 23,523 — (60,557 ) — Income before income taxes 28,221 38,839 26,700 (60,557 ) 33,203 Provision for income taxes — 1,805 3,177 — 4,982 Net income $ 28,221 $ 37,034 $ 23,523 $ (60,557 ) $ 28,221 Other comprehensive income (loss), net of tax: Foreign currency exchange translation adjustment (26,793 ) (26,793 ) (27,221 ) 54,014 (26,793 ) Comprehensive income (loss) $ 1,428 $ 10,241 $ (3,698 ) $ (6,543 ) $ 1,428 For the Three Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 110,497 $ 102,655 $ (384 ) $ 212,768 Cost of revenues — 51,035 58,852 (384 ) 109,503 Gross profit — 59,462 43,803 — 103,265 Operating expenses: Selling and marketing — 8,708 5,223 — 13,931 Research and development — 9,433 8,087 — 17,520 General and administrative — 8,904 4,559 — 13,463 Total operating expenses — 27,045 17,869 — 44,914 Operating income — 32,417 25,934 — 58,351 Interest expense, net — (2,570 ) (2,849 ) — (5,419 ) Other income (expense), net — 1,431 (1,595 ) — (164 ) Earnings from subsidiaries 39,128 10,475 — (49,603 ) — Income before income taxes 39,128 41,753 21,490 (49,603 ) 52,768 Provision for income taxes — 2,625 11,015 — 13,640 Net income $ 39,128 $ 39,128 $ 10,475 $ (49,603 ) $ 39,128 Other comprehensive income, net of tax: Foreign currency exchange translation adjustment 22,808 22,808 21,614 (44,422 ) 22,808 Comprehensive income $ 61,936 $ 61,936 $ 32,089 $ (94,025 ) $ 61,936 For the Six Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 476,305 $ 221,768 $ (865 ) $ 697,208 Cost of revenues — 251,764 136,264 (865 ) 387,163 Gross profit — 224,541 85,504 — 310,045 Operating expenses: Selling and marketing — 43,865 14,531 — 58,396 Research and development — 54,218 23,056 — 77,274 General and administrative — 41,081 16,813 — 57,894 Total operating expenses — 139,164 54,400 — 193,564 Operating income — 85,377 31,104 — 116,481 Interest expense, net (17,461 ) (35,466 ) (13,008 ) — (65,935 ) Other (expense) income, net — (32,017 ) 30,182 — (1,835 ) Earnings from subsidiaries 52,687 41,360 — (94,047 ) — Income before income taxes 35,226 59,254 48,278 (94,047 ) 48,711 Provision for income taxes — 6,567 6,918 — 13,485 Net income $ 35,226 $ 52,687 $ 41,360 $ (94,047 ) $ 35,226 Other comprehensive income (loss), net of tax: Foreign currency exchange translation adjustment (17,472 ) (17,472 ) (22,449 ) 39,921 (17,472 ) Comprehensive income $ 17,754 $ 35,215 $ 18,911 $ (54,126 ) $ 17,754 For the Six Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 216,325 $ 202,979 $ (801 ) $ 418,503 Cost of revenues — 101,075 121,536 (801 ) 221,810 Gross profit — 115,250 81,443 — 196,693 Operating expenses: Selling and marketing — 17,068 10,250 — 27,318 Research and development — 18,730 18,398 — 37,128 General and administrative — 20,412 10,351 — 30,763 Total operating expenses — 56,210 38,999 — 95,209 Operating income — 59,040 42,444 — 101,484 Interest expense, net — (5,323 ) (5,696 ) — (11,019 ) Other income (expense), net — 1,103 (2,774 ) — (1,671 ) Earnings from subsidiaries 65,374 26,952 — (92,326 ) — Income before income taxes 65,374 81,772 33,974 (92,326 ) 88,794 Provision for income taxes — 16,398 7,022 — 23,420 Net income $ 65,374 $ 65,374 $ 26,952 $ (92,326 ) $ 65,374 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (13,411 ) (13,411 ) (7,601 ) 21,012 (13,411 ) Comprehensive income $ 51,963 $ 51,963 $ 19,351 $ (71,314 ) $ 51,963 For the Six Months Ended June 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 35,226 $ 52,687 $ 41,360 $ (94,047 ) $ 35,226 Non-cash adjustments — 70,450 29,806 — 100,256 Intercompany transactions 18,310 (11,902 ) (6,408 ) — — Earnings from subsidiaries (52,687 ) (41,360 ) — 94,047 — Changes in operating assets and liabilities (849 ) 14,399 (9,696 ) — 3,854 Net cash provided by operating activities — 84,274 55,062 — 139,336 Cash Flow from Investment Activities: Additions to property and equipment — (5,080 ) (8,513 ) — (13,593 ) Proceeds from sale of property and equipment — 95 (52 ) — 43 Cash paid for business acquisitions, net of cash acquired — (219,276 ) (98,278 ) — (317,554 ) Additions to capitalized software — (1,879 ) (1,427 ) — (3,306 ) Purchase of long-term investment — (1,000 ) — — (1,000 ) Net cash used in investing activities — (227,140 ) (108,270 ) — (335,410 ) Cash Flow from Financing Activities: Repayments of debt — (115,500 ) (39,825 ) — (155,325 ) Transactions involving Holding's common stock — 13,556 — — 13,556 Intercompany transactions — (90,798 ) 90,798 — — Payment of fees related to refinancing activities — (222 ) — — (222 ) Net cash (used in) provided by financing activities — (192,964 ) 50,973 — (141,991 ) Effect of exchange rate changes on cash and cash equivalents — — (872 ) — (872 ) Net decrease in cash and cash equivalents — (335,830 ) (3,107 ) — (338,937 ) Cash and cash equivalents, beginning of period — 360,583 73,576 — 434,159 Cash and cash equivalents, end of period $ — $ 24,753 $ 70,469 $ — $ 95,222 For the Six Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 65,374 $ 65,374 $ 26,952 $ (92,326 ) $ 65,374 Non-cash adjustments — 17,672 33,667 — 51,339 Intercompany transactions — 10,748 (10,748 ) — — Earnings from subsidiaries (65,374 ) (26,952 ) — 92,326 — Changes in operating assets and liabilities — (14,563 ) (1,428 ) — (15,991 ) Net cash provided by operating activities — 52,279 48,443 — 100,722 Cash Flow from Investment Activities: Additions to property and equipment — (2,532 ) (3,218 ) — (5,750 ) Cash paid for business acquisitions, net of cash acquired — — (7,863 ) — (7,863 ) Additions to capitalized software — (380 ) (1,412 ) — (1,792 ) Net cash used in investing activities — (2,912 ) (12,493 ) — (15,405 ) Cash Flow from Financing Activities: Repayments of debt — (137,019 ) (36,981 ) — (174,000 ) Transactions involving Holding's common stock — 710,565 — — 710,565 Net cash provided by (used in) financing activities — 573,546 (36,981 ) — 536,565 Effect of exchange rate changes on cash and cash equivalents — — (1,651 ) — (1,651 ) Net increase (decrease) in cash and cash equivalents — 622,913 (2,682 ) — 620,231 Cash and cash equivalents, beginning of period — 34,651 74,926 — 109,577 Cash and cash equivalents, end of period $ — $ 657,564 $ 72,244 $ — $ 729,808 |