Supplemental Guarantor Condensed Consolidating Financial Statements | Note 14—Supplemental Guarantor Condensed Consolidating Financial Statements On July 8, 2015, the Company issued $600.0 million aggregate principal amount of 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 December 31, 2016 and 2015 and for the years ended December 31, 2016, 2015 and 2014 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands): December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 32,393 $ 85,165 $ — $ 117,558 Accounts receivable, net — 162,649 78,658 — 241,307 Prepaid expenses and other current assets — 16,929 14,190 — 31,119 Prepaid income taxes — 21,600 — 1,412 23,012 Restricted cash — 1,788 328 — 2,116 Net property, plant and equipment — 39,342 41,053 — 80,395 Investment in subsidiaries 2,910,669 927,693 — (3,838,362 ) — Intercompany receivables — 162,791 35,071 (197,862 ) — Deferred income taxes, long-term — — 2,410 — 2,410 Goodwill, intangible and other assets, net — 3,869,957 1,339,097 — 5,209,054 Total assets $ 2,910,669 $ 5,235,142 $ 1,595,972 $ (4,034,812 ) $ 5,706,971 Current portion of long-term debt — 108,989 17,155 — 126,144 Accounts payable — 8,431 8,059 — 16,490 Accrued expenses 16,155 105,816 57,325 — 179,296 Income taxes payable — — 2,061 1,412 3,473 Deferred revenue — 212,883 22,339 — 235,222 Long-term debt, net of current portion 600,000 1,416,695 358,291 — 2,374,986 Other long-term liabilities — 29,535 29,692 — 59,227 Intercompany payables 35,936 35,071 126,855 (197,862 ) — Deferred income taxes, long-term — 407,053 46,502 — 453,555 Total liabilities 652,091 2,324,473 668,279 (196,450 ) 3,448,393 Total stockholders’ equity 2,258,578 2,910,669 927,693 (3,838,362 ) 2,258,578 Total liabilities and stockholders’ equity $ 2,910,669 $ 5,235,142 $ 1,595,972 $ (4,034,812 ) $ 5,706,971 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 Year Ended December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 1,007,522 $ 475,713 $ (1,799 ) $ 1,481,436 Cost of revenues — 522,445 279,843 (1,799 ) 800,489 Gross profit — 485,077 195,870 — 680,947 Operating expenses: Selling and marketing — 88,067 29,031 — 117,098 Research and development — 107,648 45,041 — 152,689 General and administrative — 87,527 34,938 — 122,465 Total operating expenses — 283,242 109,010 — 392,252 Operating income — 201,835 86,860 — 288,695 Interest expense, net (35,086 ) (68,312 ) (25,056 ) — (128,454 ) Other (expense) income, net — (45,590 ) 48,965 — 3,375 Earnings from subsidiaries 166,082 88,750 — (254,832 ) — Income before income taxes 130,996 176,683 110,769 (254,832 ) 163,616 Provision for income taxes — 10,601 22,019 — 32,620 Net income $ 130,996 $ 166,082 $ 88,750 $ (254,832 ) $ 130,996 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (55,903 ) (55,903 ) (57,783 ) 113,686 (55,903 ) Comprehensive income $ 75,093 $ 110,179 $ 30,967 $ (141,146 ) $ 75,093 Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 596,497 $ 405,371 $ (1,583 ) $ 1,000,285 Cost of revenues — 290,979 242,954 (1,583 ) 532,350 Gross profit — 305,518 162,417 — 467,935 Operating expenses: Selling and marketing — 65,157 29,793 — 94,950 Research and development — 70,090 40,325 — 110,415 General and administrative — 74,011 23,821 — 97,832 Total operating expenses — 209,258 93,939 — 303,197 Operating income — 96,260 68,478 — 164,738 Interest expense, net (17,006 ) (41,432 ) (18,919 ) — (77,357 ) Other (expense) income, net — (23,985 ) 27,863 — 3,878 Loss on extinguishment of debt — (23,375 ) (7,042 ) — (30,417 ) Earnings from subsidiaries 59,868 62,375 — (122,243 ) — Income before income taxes 42,862 69,843 70,380 (122,243 ) 60,842 Provision for income taxes — 9,975 8,005 — 17,980 Net income $ 42,862 $ 59,868 $ 62,375 $ (122,243 ) $ 42,862 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (68,049 ) (68,049 ) (54,490 ) 122,539 (68,049 ) Comprehensive (loss) income $ (25,187 ) $ (8,181 ) $ 7,885 $ 296 $ (25,187 ) Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 400,554 $ 369,226 $ (1,919 ) $ 767,861 Cost of revenues — 187,040 225,610 (1,919 ) 410,731 Gross profit — 213,514 143,616 — 357,130 Operating expenses: Selling and marketing — 31,012 17,580 — 48,592 Research and development — 35,121 22,166 — 57,287 General and administrative — 32,694 18,185 — 50,879 Total operating expenses — 98,827 57,931 — 156,758 Operating income — 114,687 85,685 — 200,372 Interest expense, net — (11,024 ) (14,448 ) — (25,472 ) Other (expense) income, net — (915 ) 3,669 — 2,754 Earnings from subsidiaries 131,127 67,974 — (199,101 ) — Income before income taxes 131,127 170,722 74,906 (199,101 ) 177,654 Provision for income taxes — 39,595 6,932 — 46,527 Net income $ 131,127 $ 131,127 $ 67,974 $ (199,101 ) $ 131,127 Other comprehensive loss, net of tax: Foreign currency exchange translation adjustment (45,495 ) (45,495 ) (49,947 ) 95,442 (45,495 ) Comprehensive income $ 85,632 $ 85,632 $ 18,027 $ (103,659 ) $ 85,632 Year Ended December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 130,996 $ 166,082 $ 88,750 $ (254,832 ) $ 130,996 Non-cash adjustments — 135,476 64,056 — 199,532 Intercompany transactions 35,935 (172,636 ) 136,701 — — Earnings from subsidiaries (166,082 ) (88,750 ) — 254,832 — Changes in operating assets and liabilities (849 ) 87,219 1,509 — 87,879 Net cash provided by operating activities — 127,391 291,016 — 418,407 Cash Flow from Investment Activities: Additions to property and equipment — (14,660 ) (13,266 ) — (27,926 ) Proceeds from sale of property and equipment — 68 3 — 71 Cash paid for business acquisitions, net of cash acquired — (433,747 ) (23,764 ) — (457,511 ) Additions to capitalized software — (5,231 ) (4,390 ) — (9,621 ) Purchase of long-term investment — (1,000 ) — — (1,000 ) Net changes in restricted cash — 702 (2 ) — 700 Net cash used in investing activities — (453,868 ) (41,419 ) — (495,287 ) Cash Flow from Financing Activities: Cash received from debt borrowings, net of original issue discount — 120,000 — — 120,000 Repayments of debt — (265,800 ) (117,636 ) — (383,436 ) Transactions involving Holding's common stock — 27,861 — — 27,861 Intercompany transactions — 116,745 (116,745 ) — — Payment of fees related to refinancing activities — (519 ) — — (519 ) Net cash (used in) provided by financing activities — (1,713 ) (234,381 ) — (236,094 ) Effect of exchange rate changes on cash and cash equivalents — — (3,627 ) — (3,627 ) Net (decrease) increase in cash and cash equivalents — (328,190 ) 11,589 — (316,601 ) Cash and cash equivalents, beginning of period — 360,583 73,576 — 434,159 Cash and cash equivalents, end of period $ — $ 32,393 $ 85,165 $ — $ 117,558 Year Ended December 31, 2015 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 42,862 $ 59,868 $ 62,375 $ (122,243 ) $ 42,862 Non-cash adjustments — 97,829 37,871 — 135,700 Intercompany transactions — (11,122 ) 11,122 — — Earnings from subsidiaries (59,868 ) (62,375 ) — 122,243 — Changes in operating assets and liabilities 17,006 56,657 (21,601 ) — 52,062 Net cash provided by operating activities — 140,857 89,767 — 230,624 Cash Flow from Investment Activities: Additions to property and equipment — (7,878 ) (5,722 ) — (13,600 ) Proceeds from sale of property and equipment — 5 59 — 64 Cash paid for business acquisitions, net of cash acquired — (2,723,168 ) (7,788 ) — (2,730,956 ) Additions to capitalized software — (1,651 ) (2,622 ) — (4,273 ) Net changes in restricted cash — 453 — — 453 Net cash used in investing activities — (2,732,239 ) (16,073 ) — (2,748,312 ) Cash Flow from Financing Activities: Cash received from debt borrowings, net of original issue discount — 2,410,527 657,548 — 3,068,075 Repayments of debt — (554,604 ) (348,844 ) — (903,448 ) Transactions involving Holding's common stock — 726,689 1,775 — 728,464 Intercompany transactions — 373,832 (373,832 ) — — Payment of fees related to refinancing activities — (39,130 ) (6,895 ) — (46,025 ) Net cash provided by (used in) financing activities — 2,917,314 (70,248 ) — 2,847,066 Effect of exchange rate changes on cash and cash equivalents — — (4,796 ) — (4,796 ) Net increase (decrease) in cash and cash equivalents — 325,932 (1,350 ) — 324,582 Cash and cash equivalents, beginning of period — 34,651 74,926 — 109,577 Cash and cash equivalents, end of period $ — $ 360,583 $ 73,576 $ — $ 434,159 Year Ended December 31, 2014 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 131,127 $ 131,127 $ 67,974 $ (199,101 ) $ 131,127 Non-cash adjustments — 37,290 52,123 — 89,413 Intercompany transactions — 30,072 (30,072 ) — — Earnings from subsidiaries (131,127 ) (67,974 ) — 199,101 — Changes in operating assets and liabilities — 23,415 8,577 — 31,992 Net cash provided by operating activities — 153,930 98,602 — 252,532 Cash Flow from Investment Activities: Additions to property and equipment — (9,051 ) (5,989 ) — (15,040 ) Proceeds from sale of property and equipment — 20 22 — 42 Cash paid for business acquisitions, net of cash acquired — (2,363 ) (84,548 ) — (86,911 ) Additions to capitalized software — (964 ) (2,553 ) — (3,517 ) Net changes in restricted cash — (1 ) 984 — 983 Net cash used in investing activities — (12,359 ) (92,084 ) — (104,443 ) Cash Flow from Financing Activities: Cash received from debt borrowings, net of original issue discount — 75,000 — — 75,000 Repayments of debt — (132,175 ) (79,825 ) — (212,000 ) Transactions involving Holding's common stock — 16,738 1,109 — 17,847 Intercompany transactions — (90,950 ) 90,950 — — Payment of contingent consideration — — (500 ) — (500 ) Payment of fees related to refinancing activities — — (512 ) — (512 ) Net cash (used in) provided by financing activities — (131,387 ) 11,222 — (120,165 ) Effect of exchange rate changes on cash and cash equivalents — — (2,817 ) — (2,817 ) Net increase in cash and cash equivalents — 10,184 14,923 — 25,107 Cash and cash equivalents, beginning of period — 24,467 60,003 — 84,470 Cash and cash equivalents, end of period $ — $ 34,651 $ 74,926 $ — $ 109,577 |