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 September 30, 2016 and December 31, 2015 and for the three and nine months ended September 30, 2016 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands): September 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 23,423 $ 78,377 $ — $ 101,800 Accounts receivable, net — 174,082 63,413 — 237,495 Prepaid expenses and other current assets — 21,486 11,234 — 32,720 Prepaid income taxes — 42,909 — (3,133 ) 39,776 Restricted cash — 1,788 328 — 2,116 Net property, plant and equipment — 32,327 38,801 — 71,128 Investment in subsidiaries 2,868,467 780,155 — (3,648,622 ) — Intercompany receivables — 159,942 59,683 (219,625 ) — Deferred income taxes, long-term — — 2,071 — 2,071 Goodwill, intangible and other assets, net — 3,921,368 1,213,986 — 5,135,354 Total assets $ 2,868,467 $ 5,157,480 $ 1,467,893 $ (3,871,380 ) $ 5,622,460 Current portion of long-term debt — 15,399 14,414 — 29,813 Accounts payable — 10,924 5,556 — 16,480 Accrued expenses 7,344 88,178 42,722 — 138,244 Income taxes payable — — 3,133 (3,133 ) — Deferred revenue — 207,664 23,621 — 231,285 Long-term debt, net of current portion 600,000 1,458,478 401,979 — 2,460,457 Other long-term liabilities — 38,864 23,104 — 61,968 Intercompany payables 35,935 59,683 124,007 (219,625 ) — Deferred income taxes, long-term — 409,823 49,202 — 459,025 Total liabilities 643,279 2,289,013 687,738 (222,758 ) 3,397,272 Total stockholders’ equity 2,225,188 2,868,467 780,155 (3,648,622 ) 2,225,188 Total liabilities and stockholders’ equity $ 2,868,467 $ 5,157,480 $ 1,467,893 $ (3,871,380 ) $ 5,622,460 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 September 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 262,350 $ 121,385 $ (431 ) $ 383,304 Cost of revenues — 137,369 71,089 (431 ) 208,027 Gross profit — 124,981 50,296 — 175,277 Operating expenses: Selling and marketing — 20,448 6,880 — 27,328 Research and development — 26,575 11,126 — 37,701 General and administrative — 24,824 8,521 — 33,345 Total operating expenses — 71,847 26,527 — 98,374 Operating income — 53,134 23,769 — 76,903 Interest expense, net (8,812 ) (16,651 ) (6,185 ) — (31,648 ) Other (expense) income, net — (15,364 ) 18,019 — 2,655 Earnings from subsidiaries 47,559 30,522 — (78,081 ) — Income before income taxes 38,747 51,641 35,603 (78,081 ) 47,910 Provision for income taxes — 4,082 5,081 — 9,163 Net income $ 38,747 $ 47,559 $ 30,522 $ (78,081 ) $ 38,747 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (12,060 ) (12,060 ) (10,844 ) 22,904 (12,060 ) Comprehensive income $ 26,687 $ 35,499 $ 19,678 $ (55,177 ) $ 26,687 For the Three Months Ended September 30, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 180,515 $ 100,492 $ (113 ) $ 280,894 Cost of revenues — 91,930 60,047 (113 ) 151,864 Gross profit — 88,585 40,445 — 129,030 Operating expenses: Selling and marketing — 26,193 10,889 — 37,082 Research and development — 26,350 11,039 — 37,389 General and administrative — 33,070 6,537 — 39,607 Total operating expenses — 85,613 28,465 — 114,078 Operating income — 2,972 11,980 — 14,952 Interest expense, net (8,193 ) (17,743 ) (6,709 ) — (32,645 ) Other (expense) income, net — (14,182 ) 21,135 — 6,953 Loss on extinguishment of debt — (23,375 ) (7,042 ) — (30,417 ) (Loss) earnings from subsidiaries (26,417 ) 16,349 — 10,068 — (Loss) income before income taxes (34,610 ) (35,979 ) 19,364 10,068 (41,157 ) (Benefit) provision for income taxes — (9,562 ) 3,015 — (6,547 ) Net (loss) income $ (34,610 ) $ (26,417 ) $ 16,349 $ 10,068 $ (34,610 ) Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (38,005 ) (38,005 ) (33,040 ) 71,045 (38,005 ) Comprehensive loss $ (72,615 ) $ (64,422 ) $ (16,691 ) $ 81,113 $ (72,615 ) For the Nine Months Ended September 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 738,655 $ 343,153 $ (1,296 ) $ 1,080,512 Cost of revenues — 389,133 207,353 (1,296 ) 595,190 Gross profit — 349,522 135,800 — 485,322 Operating expenses: Selling and marketing — 64,313 21,411 — 85,724 Research and development — 80,794 34,181 — 114,975 General and administrative — 65,906 25,333 — 91,239 Total operating expenses — 211,013 80,925 — 291,938 Operating income — 138,509 54,875 — 193,384 Interest expense, net (26,274 ) (52,116 ) (19,193 ) — (97,583 ) Other (expense) income, net — (47,381 ) 48,201 — 820 Earnings from subsidiaries 100,247 71,885 — (172,132 ) — Income before income taxes 73,973 110,897 83,883 (172,132 ) 96,621 Provision for income taxes — 10,650 11,998 — 22,648 Net income $ 73,973 $ 100,247 $ 71,885 $ (172,132 ) $ 73,973 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (29,532 ) (29,532 ) (33,293 ) 62,825 (29,532 ) Comprehensive income $ 44,441 $ 70,715 $ 38,592 $ (109,307 ) $ 44,441 For the Nine Months Ended September 30, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 396,839 $ 303,473 $ (915 ) $ 699,397 Cost of revenues — 193,006 181,583 (915 ) 373,674 Gross profit — 203,833 121,890 — 325,723 Operating expenses: Selling and marketing — 43,261 21,139 — 64,400 Research and development — 45,080 29,437 — 74,517 General and administrative — 53,482 16,888 — 70,370 Total operating expenses — 141,823 67,464 — 209,287 Operating income — 62,010 54,426 — 116,436 Interest expense, net (8,193 ) (23,066 ) (12,405 ) — (43,664 ) Other (expense) income, net — (13,079 ) 18,361 — 5,282 Loss on extinguishment of debt — (23,375 ) (7,042 ) — (30,417 ) Earnings from subsidiaries 38,957 43,303 — (82,260 ) — Income before income taxes 30,764 45,793 53,340 (82,260 ) 47,637 Provision for income taxes — 6,836 10,037 — 16,873 Net income $ 30,764 $ 38,957 $ 43,303 $ (82,260 ) $ 30,764 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (51,416 ) (51,416 ) (40,641 ) 92,057 (51,416 ) Comprehensive (loss) income $ (20,652 ) $ (12,459 ) $ 2,662 $ 9,797 $ (20,652 ) For the Nine Months Ended September 30, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 73,973 $ 100,247 $ 71,885 $ (172,132 ) $ 73,973 Non-cash adjustments — 89,915 47,547 — 137,462 Intercompany transactions 35,935 (21,251 ) (14,684 ) — — Earnings from subsidiaries (100,247 ) (71,885 ) — 172,132 — Changes in operating assets and liabilities (9,661 ) 40,315 (5,073 ) — 25,581 Net cash provided by operating activities — 137,341 99,675 — 237,016 Cash Flow from Investment Activities: Additions to property and equipment — (7,672 ) (11,198 ) — (18,870 ) Proceeds from sale of property and equipment — 67 2 — 69 Cash paid for business acquisitions, net of cash acquired — (214,689 ) (94,743 ) — (309,432 ) Additions to capitalized software — (3,860 ) (2,277 ) — (6,137 ) Purchase of long-term investment — (1,000 ) — — (1,000 ) Net changes in restricted cash — 702 (2 ) — 700 Net cash used in investing activities — (226,452 ) (108,218 ) — (334,670 ) Cash Flow from Financing Activities: Repayments of debt — (195,500 ) (73,050 ) — (268,550 ) Transactions involving Holding's common stock — 35,226 — — 35,226 Intercompany transactions — (87,272 ) 87,272 — — Payment of fees related to refinancing activities — (503 ) — — (503 ) Net cash (used in) provided by financing activities — (248,049 ) 14,222 — (233,827 ) Effect of exchange rate changes on cash and cash equivalents — — (878 ) — (878 ) Net (decrease) increase in cash and cash equivalents — (337,160 ) 4,801 — (332,359 ) Cash and cash equivalents, beginning of period — 360,583 73,576 — 434,159 Cash and cash equivalents, end of period $ — $ 23,423 $ 78,377 $ — $ 101,800 For the Nine Months Ended September 30, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 30,764 $ 38,957 $ 43,303 $ (82,260 ) $ 30,764 Non-cash adjustments — 51,400 53,071 — 104,471 Intercompany transactions — 8 (8 ) — — Earnings from subsidiaries (38,957 ) (43,303 ) — 82,260 — Changes in operating assets and liabilities 8,193 (10,322 ) (12,539 ) — (14,668 ) Net cash provided by operating activities — 36,740 83,827 — 120,567 Cash Flow from Investment Activities: Additions to property and equipment — (5,496 ) (3,966 ) — (9,462 ) Proceeds from sale of property and equipment — 5 51 — 56 Cash paid for business acquisitions, net of cash acquired — (2,606,923 ) (7,862 ) — (2,614,785 ) Additions to capitalized software — (1,268 ) (2,102 ) — (3,370 ) Net changes in restricted cash — (1,731 ) 1,731 — — Net cash (used in) provided by investing activities — (2,615,413 ) (12,148 ) — (2,627,561 ) Cash Flow from Financing Activities: Cash received from debt borrowings, net of original issue discount — 2,410,770 657,305 — 3,068,075 Repayments of debt — (504,604 ) (318,844 ) — (823,448 ) Transactions involving Holding's common stock — 706,345 — — 706,345 Intercompany transactions — 399,572 (399,572 ) — — Payment of fees related to refinancing activities — (39,130 ) (6,651 ) — (45,781 ) Net cash provided by (used in) financing activities — 2,972,953 (67,762 ) — 2,905,191 Effect of exchange rate changes on cash and cash equivalents — — (3,964 ) — (3,964 ) Net increase (decrease) in cash and cash equivalents — 394,280 (47 ) — 394,233 Cash and cash equivalents, beginning of period — 34,651 74,926 — 109,577 Cash and cash equivalents, end of period $ — $ 428,931 $ 74,879 $ — $ 503,810 |