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 5.875% Senior Notes due 2023. 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 Amended Senior Secured Credit Agreement (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 Amended Senior Secured Credit Agreement. 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. During the three months ended March 31, 2017, the Company added certain U.S. subsidiaries as Guarantors to the Senior Notes. The condensed consolidating financial information as of December 31, 2016 and for the year ended December 31, 2016 below reflects the addition of these entities as Guarantor Subsidiaries. Condensed consolidating financial information as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands): December 31, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 21,191 $ 42,866 $ — $ 64,057 Accounts receivable, net — 173,997 69,903 — 243,900 Prepaid expenses and other current assets — 19,770 18,972 — 38,742 Prepaid income taxes — 6,366 5,800 — 12,166 Restricted cash — 592 — — 592 Net property, plant and equipment — 60,774 40,182 — 100,956 Investment in subsidiaries 3,373,730 938,794 — (4,312,524 ) — Intercompany receivables — 199,503 74,005 (273,508 ) — Deferred income taxes, long-term — — 2,324 — 2,324 Goodwill, intangible and other assets, net — 3,871,503 1,205,276 — 5,076,779 Total assets $ 3,373,730 $ 5,292,490 $ 1,459,328 $ (4,586,032 ) $ 5,539,516 Current portion of long-term debt — 12,626 25,237 — 37,863 Accounts payable — 19,223 7,864 — 27,087 Accrued expenses 16,157 96,540 55,381 — 168,078 Income taxes payable — — 6,031 — 6,031 Deferred revenue — 182,181 22,420 — 204,601 Long-term debt, net of current portion 600,000 1,197,576 209,756 — 2,007,332 Other long-term liabilities — 82,239 36,440 — 118,679 Intercompany payables 71,185 74,005 128,318 (273,508 ) — Deferred income taxes, long-term — 254,370 29,087 — 283,457 Total liabilities 687,342 1,918,760 520,534 (273,508 ) 2,853,128 Total stockholders’ equity 2,686,388 3,373,730 938,794 (4,312,524 ) 2,686,388 Total liabilities and stockholders’ equity $ 3,373,730 $ 5,292,490 $ 1,459,328 $ (4,586,032 ) $ 5,539,516 December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash and cash equivalents $ — $ 33,723 $ 83,835 $ — $ 117,558 Accounts receivable, net — 174,926 66,381 — 241,307 Prepaid expenses and other current assets — 18,129 12,990 — 31,119 Prepaid income taxes — 21,600 1,412 — 23,012 Restricted cash — 1,788 328 — 2,116 Net property, plant and equipment — 42,358 38,037 — 80,395 Investment in subsidiaries 2,910,669 767,152 — (3,677,821 ) — Intercompany receivables — 162,899 37,437 (200,336 ) — Deferred income taxes, long-term — — 2,410 — 2,410 Goodwill, intangible and other assets, net — 4,021,445 1,187,609 — 5,209,054 Total assets $ 2,910,669 $ 5,244,020 $ 1,430,439 $ (3,878,157 ) $ 5,706,971 Current portion of long-term debt — 108,989 17,155 — 126,144 Accounts payable — 10,714 5,776 — 16,490 Accrued expenses 16,155 109,746 53,395 — 179,296 Income taxes payable — — 3,473 — 3,473 Deferred revenue — 212,890 22,332 — 235,222 Long-term debt, net of current portion 600,000 1,416,695 358,291 — 2,374,986 Other long-term liabilities — 29,827 29,400 — 59,227 Intercompany payables 35,936 37,437 126,963 (200,336 ) — Deferred income taxes, long-term — 407,053 46,502 — 453,555 Total liabilities 652,091 2,333,351 663,287 (200,336 ) 3,448,393 Total stockholders’ equity 2,258,578 2,910,669 767,152 (3,677,821 ) 2,258,578 Total liabilities and stockholders’ equity $ 2,910,669 $ 5,244,020 $ 1,430,439 $ (3,878,157 ) $ 5,706,971 Year Ended December 31, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 1,171,163 $ 505,874 $ (1,742 ) $ 1,675,295 Cost of revenues — 590,297 297,870 (1,742 ) 886,425 Gross profit — 580,866 208,004 — 788,870 Operating expenses: Selling and marketing — 87,753 30,696 — 118,449 Research and development — 107,618 45,716 — 153,334 General and administrative — 86,212 33,962 — 120,174 Total operating expenses — 281,583 110,374 — 391,957 Operating income — 299,283 97,630 — 396,913 Interest expense, net (35,250 ) (53,717 ) (18,506 ) — (107,473 ) Other (expense) income, net — (83,162 ) 78,678 — (4,484 ) Loss on extinguishment of debt — (1,743 ) (583 ) — (2,326 ) Earnings from subsidiaries 364,114 144,822 — (508,936 ) — Income before income taxes 328,864 305,483 157,219 (508,936 ) 282,630 (Benefit) provision for income taxes — (58,631 ) 12,397 — (46,234 ) Net income $ 328,864 $ 364,114 $ 144,822 $ (508,936 ) $ 328,864 Other comprehensive income, net of tax: Foreign currency exchange translation adjustment 56,418 56,418 51,405 (107,823 ) 56,418 Comprehensive income $ 385,282 $ 420,532 $ 196,227 $ (616,759 ) $ 385,282 Year Ended December 31, 2016 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Revenues $ — $ 1,012,587 $ 470,648 $ (1,799 ) $ 1,481,436 Cost of revenues — 526,048 276,240 (1,799 ) 800,489 Gross profit — 486,539 194,408 — 680,947 Operating expenses: Selling and marketing — 88,118 28,980 — 117,098 Research and development — 107,664 45,025 — 152,689 General and administrative — 87,759 34,706 — 122,465 Total operating expenses — 283,541 108,711 — 392,252 Operating income — 202,998 85,697 — 288,695 Interest expense, net (35,086 ) (68,312 ) (25,056 ) — (128,454 ) Other (expense) income, net — (63,444 ) 66,819 — 3,375 Earnings from subsidiaries 166,082 105,441 — (271,523 ) — Income before income taxes 130,996 176,683 127,460 (271,523 ) 163,616 Provision for income taxes — 10,601 22,019 — 32,620 Net income $ 130,996 $ 166,082 $ 105,441 $ (271,523 ) $ 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 $ 47,658 $ (157,837 ) $ 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, 2017 Parent Guarantor Subsidiaries Non-guarantor Subsidiaries Consolidating and Eliminating Adjustments Consolidated Cash Flow from Operating Activities: Net income $ 328,864 $ 364,114 $ 144,822 $ (508,936 ) $ 328,864 Non-cash adjustments — 84,960 56,531 — 141,491 Intercompany transactions 35,250 40,933 (76,183 ) — — Earnings from subsidiaries (364,114 ) (144,822 ) — 508,936 — Changes in operating assets and liabilities — (1,866 ) 1,873 — 7 Net cash provided by operating activities — 343,319 127,043 — 470,362 Cash Flow from Investment Activities: Additions to property and equipment — (25,550 ) (10,020 ) — (35,570 ) Proceeds from sale of property and equipment — 1 3 — 4 Cash paid for business acquisitions, net of cash acquired — (1,031 ) (16,382 ) — (17,413 ) Additions to capitalized software — (7,066 ) (3,338 ) — (10,404 ) Net cash used in investing activities — (33,646 ) (29,737 ) — (63,383 ) Cash Flow from Financing Activities: Cash received from debt borrowings — 45,000 — — 45,000 Repayments of debt — (369,250 ) (143,200 ) — (512,450 ) Transactions involving Holding's common stock — 1,037 — — 1,037 Intercompany transactions — (188 ) 188 — — Net cash used in financing activities — (323,401 ) (143,012 ) — (466,413 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — 4,409 — 4,409 Net decrease in cash, cash equivalents and restricted cash — (13,728 ) (41,297 ) — (55,025 ) Cash, cash equivalents and restricted cash, beginning of period — 35,511 84,163 — 119,674 Cash, cash equivalents and restricted cash, end of period $ — $ 21,783 $ 42,866 $ — $ 64,649 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 $ 105,441 $ (271,523 ) $ 130,996 Non-cash adjustments — 135,841 63,691 — 199,532 Intercompany transactions 35,935 (159,874 ) 123,939 — — Earnings from subsidiaries (166,082 ) (105,441 ) — 271,523 — Changes in operating assets and liabilities (849 ) 86,894 1,834 — 87,879 Net cash provided by operating activities — 123,502 294,905 — 418,407 Cash Flow from Investment Activities: Additions to property and equipment — (14,655 ) (13,271 ) — (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 cash used in investing activities — (454,565 ) (41,422 ) — (495,987 ) 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 — 121,959 (121,959 ) — — Payment of fees related to refinancing activities — (519 ) — — (519 ) Net cash used in financing activities — 3,501 (239,595 ) — (236,094 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash — — (3,629 ) — (3,629 ) Net (decrease) increase in cash, cash equivalents and restricted cash — (327,562 ) 10,259 — (317,303 ) Cash, cash equivalents and restricted cash, beginning of period — 363,073 73,904 — 436,977 Cash, cash equivalents and restricted cash, end of period $ — $ 35,511 $ 84,163 $ — $ 119,674 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 — (2,721,374 ) (7,779 ) — (2,729,153 ) Additions to capitalized software — (1,651 ) (2,622 ) — (4,273 ) Net cash used in investing activities — (2,730,898 ) (16,064 ) — (2,746,962 ) 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, cash equivalents and restricted cash — — (4,805 ) — (4,805 ) Net increase (decrease) in cash, cash equivalents and restricted cash — 327,273 (1,350 ) — 325,923 Cash, cash equivalents and restricted cash, beginning of period — 35,800 75,254 — 111,054 Cash, cash equivalents and restricted cash, end of period $ — $ 363,073 $ 73,904 $ — $ 436,977 |