Infor 10-Q 2014 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM          TO        

Commission file number: 333-183494-06

INFOR, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	01-0924667
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
641 AVENUE OF THE AMERICAS NEW YORK, NEW YORK	10011
(Address of principal executive offices)	(Zip Code)

(678) 319-8000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

The number of shares of our common stock outstanding on March 31, 2014, was 1,000, par value $0.01 per share.

INFOR, INC.

Form 10-Q

Index

PART I.	FINANCIAL INFORMATION	4
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets at February 28, 2014 and May 31, 2013	4
	Condensed Consolidated Statements of Operations for the three and nine months ended February 28, 2014 and 2013	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended February 28, 2014 and 2013	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2014 and 2013	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	60
Item 4.	Controls and Procedures	61
PART II.	OTHER INFORMATION	61
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 3.	Defaults Upon Senior Securities	61
Item 4.	Mine Safety Disclosures	61
Item 5.	Other Information	61
Item 6.	Exhibits	62
	SIGNATURES	63

2

Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-Q for the Quarter Ended February 28, 2014, contains forward-looking statements within the meaning of securities laws. The forward-looking statements are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “forecast,” “project,” “should” and similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements about our future performance, the continuation of historical trends, the sufficiency of our sources of capital for future needs, the effects of acquisitions, the outcome of pending litigation and the expected impact of recently issued accounting pronouncements. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. The forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those anticipated in the forward-looking statements; including those that are discussed underRisk Factors in documents we have filed with the U.S. Securities and Exchange Commission (SEC), including our Annual Report on Form 10-K for our fiscal year ended May 31, 2013, filed with the SEC on August 2, 2013, and those that may be discussed in this Quarterly Report under Part II, Item 1A,Risk Factors.

Given these risks and uncertainties, you are cautioned not to place undue reliance on the forward-looking statements included in this Quarterly Report. The forward-looking statements included in this Quarterly Report reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, whether as a result of new information, future events or otherwise. Readers should carefully review the risk factors described in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC including our Quarterly Reports on Form 10-Q.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INFOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share amounts which are actuals)

(unaudited)

ASSETS		February 28, 2014			May 31,     2013
Current assets:
Cash and cash equivalents	$		410.0	$		421.9
Accounts receivable, net			364.1			407.2
Prepaid expenses			123.7			108.5
Income tax receivable			42.9			32.5
Other current assets			31.8			18.6
Deferred tax assets			39.2			38.1
Total current assets			1,011.7			1,026.8
Property and equipment, net			79.0			71.3
Intangible assets, net			1,012.9			1,087.7
Goodwill			4,326.5			4,139.8
Deferred tax assets			96.1			87.8
Other assets			32.5			36.6
Deferred financing fees, net			130.1			141.1
Total assets	$		6,688.8	$		6,591.1
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$		57.0	$		40.6
Income taxes payable			15.3			28.7
Accrued expenses			386.1			366.4
Deferred tax liabilities			3.8			4.3
Deferred revenue			866.8			927.7
Current portion of long-term obligations			29.4			91.2
Total current liabilities			1,358.4			1,458.9
Long-term debt			5,359.6			5,232.9
Deferred tax liabilities			234.4			231.0
Other long-term liabilities			228.6			232.2
Total liabilities			7,181.0			7,155.0
Commitments and contingencies (Note 14)
Stockholders’ deficit:
Common stock, $0.01 par value; 1,000 shares authorized; 1,000 shares issued and outstanding at February 28, 2014 and May 31, 2013			-			-
Additional paid-in capital			1,257.5			1,247.6
Receivable from stockholders			(34.5)			(30.1)
Accumulated other comprehensive income			68.8			90.0
Accumulated deficit			(1,784.0)			(1,871.4)
Total stockholders’ deficit			(492.2)			(563.9)
Total liabilities and stockholders’ deficit	$		6,688.8	$		6,591.1

The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.

4

INFOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions)

(unaudited)

		Three Months Ended						Nine Months Ended
		February 28,						February 28,
		2014			2013			2014			2013
Revenues:
Software license fees and subscriptions	$		129.7	$		121.2	$		369.4	$		342.6
Product updates and support fees			362.4			356.9			1,094.8			1,077.0
Software revenues			492.1			478.1			1,464.2			1,419.6
Consulting services and other fees			180.6			185.3			557.3			558.1
Total revenues			672.7			663.4			2,021.5			1,977.7
Operating expenses:
Cost of software license fees and subscriptions(1)			26.6			19.5			68.6			57.3
Cost of product updates and support fees(1)			67.2			65.2			193.6			191.1
Cost of consulting services and other fees(1)			144.6			148.6			439.9			438.7
Sales and marketing			114.3			114.2			327.3			326.8
Research and development			100.6			89.2			286.1			257.0
General and administrative			47.2			49.4			133.8			150.2
Amortization of intangible assets and depreciation			67.3			67.7			195.8			209.5
Restructuring costs			3.3			(2.1)			8.9			7.5
Acquisition-related and other costs			11.1			1.3			21.3			15.9
Total operating expenses			582.2			553.0			1,675.3			1,654.0
Income from operations			90.5			110.4			346.2			323.7
Other expense, net:
Interest expense, net			91.8			103.5			289.1			315.1
Loss on extinguishment of debt			4.5			-			5.2			1.8
Other (income) expense, net			(1.7)			89.5			(46.1)			110.3
Total other expense, net			94.6			193.0			248.2			427.2
Income (loss) before income tax			(4.1)			(82.6)			98.0			(103.5)
Income tax provision (benefit)			(5.4)			(9.8)			10.6			25.3
Net income (loss)	$		1.3	$		(72.8)	$		87.4	$		(128.8)

(1) Excludes depreciation and amortization of intangible assets which are separately stated below.

The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.

5

INFOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions)

(unaudited)

		Three Months Ended						Nine Months Ended
		February 28,						February 28,
		2014			2013			2014			2013
Net income (loss)	$		1.3	$		(72.8)	$		87.4	$		(128.8)
Other comprehensive income (loss):
Unrealized gain (loss) on foreign currency translation, net of tax			2.1			61.7			(11.9)			162.6
Defined benefit plan funding status, net of tax			(0.1)			0.4			(0.5)			(0.1)
Unrealized gain (loss) on derivative instruments, net of tax			0.1			-			(8.8)			-
Total other comprehensive income (loss)			2.1			62.1			(21.2)			162.5
Comprehensive income (loss)	$		3.4	$		(10.7)	$		66.2	$		33.7

The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.

6

INFOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

		Nine Months Ended
		February 28,
		2014			2013
Cash flows from operating activities:
Net income (loss)	$		87.4	$		(128.8)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			195.8			209.5
Provision for doubtful accounts, billing adjustments and sales allowances			12.5			6.9
Deferred income taxes			(8.2)			(38.9)
Non-cash (gain) loss on foreign currency			(47.3)			110.4
Non-cash interest			21.1			18.6
Non-cash loss on extinguishment of debt			5.2			1.3
Equity-based compensation expense			9.9			8.7
Other			(0.9)			-
Changes in operating assets and liabilities (net of effects of acquisitions):
Prepaid expenses and other assets			(2.4)			(12.6)
Accounts receivable, net			47.0			29.2
Income tax receivable/payable			(18.3)			33.7
Deferred revenue			(81.7)			(52.0)
Accounts payable, accrued expenses and other liabilities			10.1			(52.8)
Net cash provided by operating activities			230.2			133.2
Cash flows from investing activities:
Acquisitions, net of cash acquired			(198.3)			(55.0)
Change in restricted cash			(20.6)			3.0
Purchases of property, equipment and software			(27.1)			(28.0)
Net cash used in investing activities			(246.0)			(80.0)
Cash flows from financing activities:
Loans to stockholders			(4.4)			(5.1)
Payments on capital lease obligations			(1.7)			(1.1)
Proceeds from issuance of debt			3,487.7			2,778.9
Payments on long-term debt			(3,448.8)			(2,824.4)
Deferred financing fees			(37.5)			(27.6)
Other			(0.8)			(0.6)
Net cash used in financing activities			(5.5)			(79.9)
Effect of exchange rate changes on cash and cash equivalents			9.4			5.2
Net decrease in cash and cash equivalents			(11.9)			(21.5)
Cash and cash equivalents at the beginning of the period			421.9			384.4
Cash and cash equivalents at the end of the period	$		410.0	$		362.9
Supplemental disclosure of non-cash investing and financing activities:
Assets acquired in acquisitions, net of cash acquired	$		206.4	$		73.5
Liabilities assumed in acquisitions	$		7.7	$		16.0

The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.

7

INFOR, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Nature of Business and Basis of Presentation

Infor, Inc. (Infor) is one of the largest providers of enterprise software and services in the world. We provide industry-specific and other enterprise software products and related services, primarily to large and medium-sized enterprises in the manufacturing, distribution, healthcare, public sector, automotive, service industries, equipment services, management and rental (ESM&R), consumer products and retail and hospitality industries. We serve a large, diverse and sophisticated customer base across three geographic regions: the Americas; Europe, Middle East and Africa (EMEA); and Asia Pacific (APAC). Our software and services offerings are often “mission critical” for many of our customers as they help automate and integrate critical business processes, which enable our customers to better manage their suppliers, partners, customers and employees, as well as their business operations generally. Our industry-specific approach distinguishes us from larger competing enterprise software vendors, whose primary focus is on less specialized software programs that take more time and cost to tailor to target customers’ specific needs during periods of implementation and upgrade. We believe our products and services provide a lower relative total cost of ownership for customers than the offerings of larger competing vendors.

We specialize in and target specific industries, or verticals, and have industry-specific business units that leverage our industry-oriented products and teams. Augmenting our vertical-specific applications, we have horizontal software applications, including our customer relationship management (CRM), enterprise asset management (EAM), financial applications, human capital management (HCM), and supply chain management (SCM) suites which, in addition to our proprietary light-weight middleware solution ION^®, are integrated with our enterprise software applications and sold across different verticals. In addition to providing software products, we provide on-going support and maintenance services for our customers through our subscription-based annual maintenance and support programs. We also help our customers implement and use our applications more effectively through our consulting services.

Unless otherwise indicated or the context requires otherwise, hereafter any reference toInfor, we, our, usor the Company refers toInfor, Inc. and its consolidated subsidiaries.

Basis of Presentation

Our Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) and consider the various staff accounting bulletins and other applicable guidance issued by the SEC. Our Condensed Consolidated Financial Statements include the accounts of Infor, Inc. and our wholly-owned and majority-owned subsidiaries operating in the Americas, EMEA and APAC. All significant intercompany accounts and transactions have been eliminated.

The unaudited Condensed Consolidated Financial Statements and Notes are presented as permitted by FASB requirements for quarterly reports and do not contain all the information and disclosures included in our annual financial statements and related notes as required by GAAP. The Condensed Consolidated Balance Sheet data as of May 31, 2013, and other amounts presented herein as of May 31, 2013, or for the year then ended, were derived from our audited financial statements. The accompanying Condensed Consolidated Financial Statements reflect all adjustments, in the opinion of management, necessary to fairly state our financial position, results of operations and cash flows for the periods presented. These adjustments consist of normal and recurring items. The results of operations for our interim periods are not necessarily indicative of results to be achieved for any future interim period or for our full fiscal year. The accompanying interim Condensed Consolidated Financial Statements should be read in conjunction with our consolidated financial statements and related notes for the fiscal year ended May 31, 2013, included in our Annual Report on Form 10-K, filed with the SEC on August 2, 2013.

Revision of Prior Period Financial Statements

During the fourth quarter of fiscal 2013, we corrected the manner in which we were classifying our affiliate payables related to our Tax Allocation Agreement with GGC Software Parent, Inc., an affiliate of our parent company, and presented the applicable affiliate payables net with in receivable from stockholders on our Consolidated Balance Sheets. Previously, the payables were classified as income taxes payable. The cash flows related to the affiliate payables were also reclassified from operating activities to financing activities in our Consolidated Statement of Cash Flows. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 99,Materiality), we assessed the materiality of these changes and concluded that they were not material to any of our previously issued financial statements. In accordance with accounting guidance found in ASC 250-10 (SEC Staff Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements), we revised our previously issued financial statements to correct the effect of the error in the current filing. The revisions resulted in an $8.1 million reclassification from Cash flows from operating activities to Cash flows from financing activities in our Condensed Consolidated Statement of Cash Flows for the nine-month period ended February 28, 2013.

Business Segments

We view our operations and manage our business as three reportable segments:License, Maintenance, andConsulting. We determine our reportable operating segments in accordance with the provisions in the FASB guidance on segment reporting, which establishes standards for, and requires disclosure of, certain financial information related to reportable operating segments and geographic regions. See Note 16,Segment and Geographic Information.

8

Use of Estimates

The preparation of financial statements in accordance with GAAP requires us to make certain estimates, judgments and assumptions. These estimates, judgments and assumptions are based upon information available to us at the time that they are made and are believed to be reliable. These estimates, judgments and assumptions can affect the reported amounts of our assets and liabilities as of the date of the financial statements as well as the reported amounts of our revenues and expenses during the periods presented. On an on-going basis we evaluate our estimates and assumptions, including, but not limited to, those related to revenue recognition, allowance for doubtful accounts and sales returns, fair value of equity-based compensation, fair value of acquired intangible assets and goodwill, fair value of contingent consideration related to our acquisitions, useful lives of intangible assets and property and equipment, income taxes, restructuring obligations, contingencies and litigation, among others. We believe these estimates and assumptions are reasonable under the circumstances and they form a basis for making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources. Differences between these estimates, judgments or assumptions and actual results could materially impact our financial statements. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application.

Fiscal Year

Our fiscal year is from June 1 through May 31. Unless otherwise stated, references to the years 2014 and 2013 relate to our fiscal years ended May 31, 2014 and 2013, respectively. References to future years also relate to our fiscal years ending May 31.

2. Summary of Significant Accounting Policies

A detailed description of our significant accounting policies can be found in our financial statements for our fiscal year ended May 31, 2013, which are included in the Annual Report on Form 10-K that we filed with the SEC on August 2, 2013. The following Notes should be read in conjunction with such policies and other disclosures contained therein.

Revenue Recognition

We generate revenues primarily by licensing software, providing product updates and support and providing consulting services to our customers. We record revenues in accordance with the guidance provided by ASC 985-605,Software—Revenue Recognition and ASC 605,Revenue Recognition, as well as Technical Practice Aids issued from time to time by the American Institute of Certified Public Accountants. Revenue is recorded net of applicable taxes.

Our license fees are primarily from sales of perpetual software licenses granting customers use of our software products and access to software products through our Software-as-a-Service (SaaS) offerings. License fees are recognized when the following criteria are met: 1) there is persuasive evidence of an arrangement, 2) the software product has been delivered, 3) the fees are fixed or determinable, and 4) collectability is reasonably assured. SaaS revenue is recognized over the committed service period once the services commence. SaaS revenues are included in software license fees and subscriptions revenues in our Condensed Consolidated Statements of Operations and were approximately $18.8 million and $11.8 million in the third quarter of fiscal 2014 and 2013, respectively, and $49.4 million and $32.9 million in the first nine months of fiscal 2014 and 2013, respectively.

Allowances for Doubtful Accounts, Cancellations and Billing Adjustments

We have established an allowance for estimated billing adjustments and an allowance for estimated amounts that will not be collected. We record provisions for billing adjustments as a reduction of revenue and provisions for doubtful accounts as a component of general and administrative expense in our Condensed Consolidated Statements of Operations.

The following is a rollforward of our allowance for doubtful accounts:

(in millions)
Balance, May 31, 2013	$	16.0
Provision		9.2
Write-offs and recoveries		(8.2)
Currency translation effect		0.3
Balance, February 28, 2014	$	17.3

9

Sales Allowances

We do not generally provide a contractual right of return. However, in the course of arriving at practical business solutions to various claims arising from the sale of our products and delivery of our solutions, we have allowed for sales allowances. We record a provision against revenue for estimated sales allowances on license and consulting revenues in the same period the related revenues are recorded or when current information indicates additional allowances are required. The balance of our sales reserve is reflected in deferred revenue on our Condensed Consolidated Balance Sheets.

The following is a rollforward of our sales reserve:

(in millions)
Balance, May 31, 2013	$	10.7
Provision		3.3
Write-offs		(6.8)
Currency translation effect		0.3
Balance, February 28, 2014	$	7.5

Derivative Financial Instruments

In accordance with ASC 815,Derivatives and Hedging, we record derivative instruments on our Condensed Consolidated Balance Sheets as assets or liabilities at their fair value. Changes in their fair value are recognized currently in our results of operations in other (income) expense, net on our Condensed Consolidated Statements of Operations unless certain specific hedge accounting criteria are met. These criteria include among other things that we formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment. For derivative instruments that are designated and qualify as hedging instruments, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative instrument representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. The unrealized gains (losses) resulting from changes in the fair value of the derivative instruments are reflected as a component of stockholders’ deficit in accumulated other comprehensive income (loss) on our Condensed Consolidated Balance Sheets. Cash inflows or outflows associated with the derivative instruments are included in cash flows from operating activities on our Condensed Consolidated Statements of Cash Flows, as are the related interest payments.

We use interest rate swaps to limit our exposure to interest rate risk by converting the interest payments on variable rate debt to fixed rate payments. Interest rate swap agreements are contracts to exchange floating rate for fixed interest payments periodically over the life of the agreements without the exchange of the underlying notional debt amounts. These cash flow hedges are typically designated as accounting hedges until the time the underlying hedged instrument changes. Individual swaps are designated as hedges of our variable rate debt. The periodic settlement of our interest rate swaps will be recorded as interest expense in our Condensed Consolidated Statements of Operations. We entered into the interest rate swaps for hedging purposes only and not for trading or speculation.

We are exposed to certain credit-related risks in the event of non-performance by the counterparties to our derivative financial instruments. The credit risk is limited to unrealized gains related to our derivative instruments in the case that any of the counterparties fail to perform as agreed under the terms of the applicable agreements. To mitigate this risk, we only enter into agreements with counterparties that have investment-grade credit ratings.

The additional disclosures regarding derivatives are included in Note 5,Fair Value, Note 13,Comprehensive Income (Loss), and Note 15,Derivative Financial Instruments.

Foreign Currency

The functional currency of our foreign subsidiaries is typically the applicable local currency. The translation from the respective foreign currencies to United States Dollars (U.S. Dollar) is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for income statement accounts using a weighted average exchange rate during the period. Gains or losses resulting from such translation are included as a separate component of accumulated other comprehensive income. Gains or losses resulting from foreign currency transactions are included in foreign currency gain or loss except for the effect of exchange rates on long-term intercompany transactions considered to be a long-term investment, which are accumulated and credited or charged to other comprehensive income.

10

Transaction gains and losses are recognized in our results of operations based on the difference between the foreign exchange rates on the transaction date and on the reporting date. We recognized net foreign exchange gains of $1.8 million and net foreign exchange losses of $89.6 million for the three months ended February 28, 2014 and 2013, respectively. In the first nine months of fiscal 2014 and 2013 we recognized net foreign currency exchange gains of $46.0 million and net foreign currency exchange losses of $110.4 million, respectively. The foreign currency exchange gains and losses are included as a component of other (income) expense, net, in the accompanying Condensed Consolidated Statements of Operations.

Certain foreign currency transaction gains and losses are generated from our intercompany balances that are not considered to be long-term in nature that will be settled between subsidiaries. These intercompany balances are a result of normal transfer pricing transactions among our various operating subsidiaries, as well as certain loans initiated between subsidiaries. We also recognize transaction gains and losses from revaluing our debt denominated in Euros and held by subsidiaries whose functional currency is the U.S. Dollar. See Note 11,Debt.

Highly Inflationary Accounting – Venezuela

Since 2010, the economy in Venezuela has been determined to be highly inflationary and accordingly, we have applied highly inflationary accounting. As a result, our Venezuelan operations have had a functional currency of U.S. Dollars since that time, and our monetary assets and liabilities denominated in Venezuelan Bolivars (BsF) have been remeasured into U.S. Dollars at each balance sheet date at the exchange rate at which such balances could be settled with the impact of Venezuelan currency fluctuations being reported in our results of operations.

Prior to January 2014, the Company utilized the official exchange rate for the BsF of 6.30 BsF to $1.00 to remeasure our Venezuelan operations into our U.S. Dollar reporting currency. In January 2014, the Venezuelan government established a new variable foreign exchange rate which is applicable for use in settling certain operations including those of Infor. This foreign exchange mechanism is called the “Complimentary System of Foreign Currency Acquirement” (SICAD). The current SICAD rate as of our fiscal quarter ended February 28, 2014, was 11.80 BsF to $1.00. We used the SICAD rate rather than the essential goods official rate to remeasure our Venezuelan operations into U.S. Dollars in the third quarter of fiscal 2014. As a result of this devaluation, we recorded a foreign currency transaction loss related to the remeasurement of $1.1 million in the third quarter of fiscal 2014.

As of February 28, 2014 and May 31, 2013, our net monetary assets denominated in BsF were approximately $1.4 million and $2.0 million, and were remeasured using the SICAD rate of 11.80 BsF to $1.00 and the official exchange rate of 6.30 BsF to $1.00, respectively. Our net monetary assets consist primarily of cash and accounts receivable partially offset by income taxes payable. The net monetary assets included $1.5 million and $2.4 million in cash and cash equivalents at February 28, 2014 and May 31, 2013, respectively. We plan to use the SICAD rate to remeasure our Venezuelan operations into U.S. Dollars in the future but we will continue to monitor and assess the proper exchange rate that we should use for remeasurement purposes.

In addition, the Venezuelan government has implemented foreign currency exchange control regulations which make it difficult to convert BsF to U.S. Dollars and potentially limit our ability to repatriate our earnings in a timely manner. The amounts being reported on our consolidated balance sheets, including cash and cash equivalents, which have been remeasured based on either the official exchange rate or the current SICAD rate, may not accurately represent the amount of U.S. Dollars that we could ultimately realize.

Adoption of New Accounting Pronouncements

None

Recent Accounting Pronouncements — Not Yet Adopted

In July 2013, the FASB issued guidance on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exist. This guidance requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when the uncertain tax position would reduce the net operating loss or other carryforward under the tax law of the applicable jurisdiction and the entity intends to use the deferred tax asset for that purpose. This guidance is effective for annual periods beginning after December 15, 2013 (our fiscal 2015). Early adoption and retrospective application are permitted. We are currently evaluating how the adoption of this guidance will affect our presentation of unrecognized tax benefits and the impact it may have on our financial position, results of operations or cash flows.

In March 2013, the FASB amended existing guidance on foreign currency matters relating to the releasing of cumulative translation adjustments to net income when an entity ceases to have a controlling financial interest in a subsidiary or business within a foreign entity. According to this guidance, the cumulative translation adjustment should be released into net income only if the sale or

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transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, or, if a controlling financial interest is no longer held. This revised guidance is effective on a prospective basis for fiscal years beginning after December 15, 2013 (our fiscal 2015), with early adoption permitted. We are currently evaluating how the adoption of this guidance will affect our accounting for such derecognition transactions and the impact it may have on our financial position, results of operations or cash flows.

3. Acquisitions

Fiscal 2014

On January 7, 2014, we acquired PeopleAnswers, LLC (formerly PeopleAnswers, Inc.) (PeopleAnswers), a privately held company based in Dallas, Texas, for approximately $200.0 million. PeopleAnswers is a provider of predictive talent analytics whose cloud-based talent science platform is used by companies to optimize hiring, promotion, learning, and compensation processes. The acquisition of PeopleAnswers complements and further expands our Infor Human Capital Management (HCM) suite offerings in the high-growth HCM market. The results of PeopleAnswers have been included in our Condensed Consolidated Financial Statements from the acquisition date. This acquisition was not significant and their results were not material to our results for the fiscal quarter and nine months ended February 28, 2014.

Based on our current estimation of fair values as of February 28, 2014, we have recorded approximately $84.0 million of identifiable intangible assets and $114.4 million of goodwill related to our acquisition of PeopleAnswers. We have determined that the goodwill arising from this acquisition will be deductible for tax purposes.

Fiscal 2013

In fiscal 2013, we made five acquisitions for a combined purchase price of $119.7 million, net of cash acquired, to expand our product and service offerings in our targeted verticals, primarily manufacturing and distribution, and our HCM and CRM horizontal offerings, three of which were completed in the first nine months of fiscal 2013. We have included the results of the acquired companies in our Condensed Consolidated Financial Statements from the applicable acquisition dates. These acquisitions were not significant individually or in the aggregate, and their results were not material to our results for the nine months ended February 28, 2014, or the comparable period ended February 28, 2013.

The purchase consideration related to certain of these acquisitions is subject to post-closing adjustments and may include additional contingent cash consideration payable to the sellers if specific future performance conditions are met as detailed in the applicable purchase agreements. The fair value of these contingent consideration agreements was estimated to be $13.2 million as of May 31, 2013. The change in the estimated fair value of the contingent consideration, during the contingency period through settlement, is recorded in our results of operations in the period of such change and is included in acquisition-related and other costs in our Condensed Consolidated Statements of Operations. During the third quarter of fiscal 2014, we paid $0.7 million related to the settlement of certain of the contingent consideration agreements. We have estimated the fair value of the remaining contingent consideration agreements to be $11.3 million as of February 28, 2014. The potential undiscounted amount of future payments that we may be required to make related to the remaining contingent consideration agreements is between $0.0 and approximately $40.0 million.

4. Goodwill

The change in the carrying amount of our goodwill by reportable segment for the nine months ended February 28, 2014, was as follows:

(in millions)		License			Maintenance			Consulting			Total
Balance, May 31, 2013	$		849.6	$		3,012.9	$		277.3	$		4,139.8
Goodwill acquired			114.4			-			-			114.4
Currency translation effect			15.9			51.5			4.9			72.3
Balance, February 28, 2014	$		979.9	$		3,064.4	$		282.2	$		4,326.5

Goodwill acquired during the first nine months of fiscal 2014 totaled $114.4 million related to our acquisition of PeopleAnswers. See Note 3,Acquisitions.

In accordance with the FASB guidance related to goodwill and other intangible assets, we are required to assess the carrying amount of our goodwill for potential impairment annually or more frequently if events or a change in circumstances indicate that

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impairment may have occurred. We conduct our annual impairment test in the second quarter of each fiscal year as of September 30. We believe that our reportable segments are also representative of our reporting units for purposes of our goodwill impairment testing.

We conducted our most recent annual impairment assessment in the second quarter of fiscal 2014. While our qualitative assessment did not show any indication of potential impairment, we chose to perform a Step 1 goodwill impairment assessment as of September 30, 2013. This assessment did not indicate any potential impairment for any of our reporting units and no further testing was required. We believe there was no impairment of our goodwill and no indication of potential impairment existed as of February 28, 2014. We have no accumulated impairment charges related to our goodwill.

5. Fair Value

Fair Value Hierarchy

The FASB has established guidance on financial assets and liabilities and nonfinancial assets and liabilities that are recognized at fair value on a recurring basis and guidance for nonfinancial asset and liabilities that are recognized at fair value on a nonrecurring basis. This guidance defines fair value, establishes a framework for measuring fair value and establishes a fair value hierarchy which requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to measure fair value.

The three levels of the fair value hierarchy are as follows:

Level 1	—	Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2	—	Inputs other than the quoted prices in active markets that are observable either directly or indirectly including: quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3	—	Unobservable inputs that are supported by little or no market data, are significant to the fair values of the assets or liabilities, and require the reporting entity to develop its own assumptions.

We measure certain of our financial assets and liabilities at fair value. The following table summarizes the fair value of our financial assets and liabilities that were accounted for at fair value on a recurring basis, by level within the fair value hierarchy, as of February 28, 2014, and May 31, 2013:

		February 28, 2014
		Fair Value Measurements Using Inputs Considered as
(in millions)		Level 1			Level 2			Level 3			Fair Value
Liabilities
Contingent consideration	$		-	$		-	$		11.3	$		11.3
Derivative instruments			-			14.4			-			14.4
Total	$		-	$		14.4	$		11.3	$		25.7
		May 31, 2013
		Fair Value Measurements Using Inputs Considered as
(in millions)		Level 1			Level 2			Level 3			Fair Value
Liabilities
Contingent consideration	$		-	$		-	$		13.2	$		13.2
Total	$		-	$		-	$		13.2	$		13.2

Derivative instruments consist of interest rate swaps entered into to hedge our market risk relating to possible adverse changes in interest rates. The fair value of the interest rate swaps is estimated as the net present value of projected cash flows based

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upon forward interest rates at the balance sheet date. The models used to value the interest rate swaps are based primarily on readily observable market data, such as LIBOR forward rates, for all substantial terms of the interest rate swap contracts and the credit risk of the counterparties. As such, these derivative instruments are included in Level 2 inputs. See Note 15,Derivative Financial Instruments.

Contingent consideration relates to certain of our fiscal 2013 acquisitions. The estimated fair value of the contingent consideration was based primarily on our estimates of meeting the applicable contingency conditions over the years following the acquisition as per the terms of the applicable purchase agreements. These include estimates of revenue growth rates and our assessment of the probability of meeting such results, with the probability-weighted earn-out then discounted to estimate fair value. As these are unobservable inputs, the contingent consideration is included in Level 3 inputs. The contingent consideration liabilities are included in accrued expenses and other long-term liabilities on our Condensed Consolidated Balance Sheets. In future periods, until settled, we will remeasure the estimated fair value of the contingent consideration and will include any change in the related liability in acquisition-related and other costs in our Condensed Consolidated Statements of Operations. See Note 3,Acquisitions.

We have had no transfers of assets/liabilities into or out of Levels 1, 2 or 3 during fiscal 2014 or fiscal 2013. The following table reconciles the change in our Level 3 liabilities for the first nine months of fiscal 2014:

		Fair Value
		Measurements Using
		Significant
		Unobservable Inputs
(in millions)		Level 3
Balance, May 31, 2013	$		13.2
Settlements			(0.7)
Total gain recorded in earnings			(1.2)
Balance, February 28, 2014	$		11.3

In addition to the financial assets and liabilities included in the above table, certain nonfinancial assets and liabilities are to be measured at fair value on a nonrecurring basis in accordance with applicable GAAP. In general, non-financial assets including goodwill, other intangible assets and property and equipment are measured at fair value when there is an indication of impairment and are recorded at fair value only when any impairment is recognized. As of February 28, 2014, we had not recorded any impairment related to such assets and had no other material nonfinancial assets or liabilities requiring adjustments or write-downs to their current fair value.

We elected not to apply the FASB guidance, as allowed, related to the fair value option for financial assets and liabilities to any of our currently eligible financial assets or liabilities. As of February 28, 2014, our material financial assets and liabilities not carried at fair value include accounts receivable, accounts payable and long-term debt, which are recorded at their current carrying values.

Fair Value of Financial Instruments

As of February 28, 2014, and May 31, 2013, the current carrying amount of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are deemed to approximate fair value due to their short periods to maturity.

Fair Value of Long-Term Debt

To estimate fair value of our long-term debt for disclosure purposes on each reporting date, we used recent market transactions and related market quotes of the bid and ask pricing of our long-term debt (Level 2 on the fair value hierarchy). At February 28, 2014, and May 31, 2013, the total carrying value of our long-term debt was approximately $5.4 billion and $5.3 billion, respectively, and the estimated fair value of our long-term debt was approximately $5.7 billion and $5.6 billion, respectively.

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6. Accounts Receivable, Net

Accounts receivable, net is comprised of the following for the periods indicated:

		February 28,			May 31,
(in millions)		2014			2013
Accounts receivable	$		324.1	$		368.9
Unbilled accounts receivable			57.3			54.3
Less: allowance for doubtful accounts			(17.3)			(16.0)
Accounts receivable, net	$		364.1	$		407.2

Unbilled accounts receivable represents revenue recognized on contracts for which billings have not yet been presented to customers because the amounts were earned but not contractually billable as of the balance sheet date.

7. Intangible Assets

Our intangible assets subject to amortization were as follows for the periods indicated:

		February 28, 2014									May 31, 2013
(in millions)		Gross Carrying   Amounts			Accumulated Amortization			Net			Gross Carrying   Amounts			Accumulated Amortization			Net		Estimated Useful Lives (in years)
Customer contracts and relationships	$		1,845.1	$		1,081.9	$		763.2	$		1,776.0	$		942.7	$		833.3	2 - 15
Acquired and developed technology			1,084.8			842.9			241.9			1,011.7			771.4			240.3	2 - 11
Tradenames			137.8			130.0			7.8			135.6			121.5			14.1	1 - 20
Total	$		3,067.7	$		2,054.8	$		1,012.9	$		2,923.3	$		1,835.6	$		1,087.7

The following table presents amortization expense recognized in our Condensed Consolidated Statements of Operations, by asset type, for the periods indicated:

		Three Months Ended February 28,						Nine Months Ended February 28,
(in millions)		2014			2013			2014			2013
Customer contracts and relationships	$		38.6	$		40.3	$		114.2	$		121.0
Acquired and developed technology			18.4			17.4			53.2			58.0
Tradenames			2.4			2.3			7.0			7.4
Total	$		59.4	$		60.0	$		174.4	$		186.4

The estimated future annual amortization expense related to these intangible assets as of February 28, 2014, was as follows:

(in millions)
Fiscal 2014 (remaining 3 months)		$	60.2
Fiscal 2015			215.7
Fiscal 2016			190.4
Fiscal 2017			141.3
Fiscal 2018	��		90.7
Fiscal 2019			79.6
Thereafter			235.0
Total		$	1,012.9

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8. Accrued Expenses

Accrued expenses consisted of the following for the periods indicated:

		February 28,			May 31,
(in millions)		2014			2013
Compensation and employee benefits	$		149.9	$		159.4
Taxes other than income			21.8			27.2
Royalties and partner commissions			41.0			44.1
Litigation			2.7			12.0
Professional fees			7.6			7.2
Subcontractor expense			7.4			6.4
Interest			84.1			45.8
Restructuring			10.7			15.0
Retirement obligation			8.6			7.7
Deferred rent			13.2			9.5
Other			39.1			32.1
Accrued expenses	$		386.1	$		366.4

9. Equity-Based Compensation

We account for equity-based payments, including grants of employee securities awards, in accordance with ASC 718,Compensation—Stock Compensation, which requires that equity-based payments (to the extent they are compensatory) be recognized in our results of operations based on their fair values and the estimated number of securities we ultimately expect will vest. We utilize the Option-Pricing Method to estimate the fair value of our equity awards.

Pursuant to applicable FASB guidance related to equity-based awards, we have reflected equity compensation expense related to our parent companies’ equity grants within our results of operations with an offset to additional paid-in capital. During the third quarter of fiscal 2013, certain of our parent company’s equity grants that had been classified as equity awards were modified to allow for a cash settlement option at other than fair value, which caused these grants to be classified as liability awards at the parent company. Accordingly, we have recorded equity compensation expense related to these liability awards of $3.0 million and $6.4 million in the current quarter and year-to-date period ending February 28, 2014, respectively, and $4.6 million in the comparable periods last year.

The following table presents the total equity compensation expense recognized in our Condensed Consolidated Statements of Operations, by category, for the periods indicated:

		Three Months Ended						Nine Months Ended
		February 28,						February 28,
(in millions)		2014			2013			2014			2013
Sales and marketing	$		1.7	$		2.6	$		4.0	$		3.4
Research and development			1.7			2.5			3.9			3.1
General and administrative			0.7			0.8			2.0			2.2
Total	$		4.1	$		5.9	$		9.9	$		8.7

10. Restructuring Charges

We have recorded restructuring charges related to our acquisitions and in the ordinary course of business to eliminate redundancies, improve our operational efficiency and reduce our operating costs. These cost reduction measures included workforce reductions relating to restructuring our workforce, the exiting of certain leased facilities and the consolidation of space in certain other facilities. In accordance with applicable FASB guidance, our restructuring charges are broken down into acquisition related and other restructuring costs. These restructuring charges represent severance associated with redundant positions and costs related to redundant office locations. No business activities of the companies that we have acquired were discontinued. The workforce reductions were typically from all functional areas of our operations.

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Fiscal 2014 Restructuring Charges

We have incurred restructuring costs totaling $12.8 million during the first nine months of fiscal 2014 relating to employee severance costs primarily for personnel in our sales and professional services organizations and costs related to certain exited facilities. We made cash payments of approximately $6.2 million during the first nine months of fiscal 2014 related to these actions. We expect to complete the majority of these restructuring activities in the remainder of fiscal 2014.

Fiscal 2013 Restructuring Charges

During fiscal 2013, we incurred restructuring costs related to employee severance for personnel in product development and general and administrative functions and costs related to certain exited facilities. In the first nine months of fiscal 2014, we recorded restructuring cost reversals of $1.0 million related to these severance actions and exited facilities. We made cash payments of approximately $4.8 million during the first nine months of fiscal 2014 related to these actions. We completed the majority of these restructuring activities in fiscal 2013. 

Fiscal 2013 Acquisition-Related Charges

During fiscal 2013, we incurred acquisition-related restructuring costs related to operations we acquired in fiscal 2013. These restructuring charges included costs related to employee severance and accruals for costs related to facilities exited during fiscal 2013. During the first nine months of fiscal 2014, we made $0.6 million in cash payments for employee severance. We completed the majority of these restructuring activities in fiscal 2013.

Previous Restructuring Charges and Acquisition-Related Charges

Prior to fiscal 2013, we had completed a series of acquisitions as well as certain restructuring activities. In the first nine months of fiscal 2014, we recorded restructuring cost reversals of $2.9 million related to these severance actions and exited facilities. We made net cash payments of $2.9 million related to these previous actions. The remaining accruals associated with these prior restructuring charges relate primarily to lease obligations associated with the closure of redundant offices acquired in prior business combinations, as well as contractual payment obligations of severed employees. Actions related to these restructuring activities have been completed.

The following table sets forth the reserve activity related to our restructuring plans for the nine-month period ended February 28, 2014. The adjustments to costs in the tables below consist of adjustments to the accrual that were accounted for as an adjustment to current period earnings (Expense) or adjustments to the accrual that were related to the impact of fluctuations in foreign currency exchange rates (Foreign Currency Effect):

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								Adjustment to Costs															Total
(in millions)		Balance  May 31,  2013			Initial  Costs			Expense			Foreign  Currency  Effect			Cash  Payments			Balance  February 28,  2014			Total Costs Recognized to Date			Expected   Program   Costs
Fiscal 2014 restructuring
Severance	$		-	$		12.1	$		-	$		-	$		(6.1)	$		6.0	$		12.1	$		12.1
Facilities and other			-			0.7			-			-			(0.1)			0.6			0.7			0.7
Total fiscal 2014 restructuring			-			12.8			-			-			(6.2)			6.6			12.8			12.8
Fiscal 2013 restructuring
Severance			7.9			-			(1.7)			0.3			(4.2)			2.3			13.1			13.1
Facilities and other			0.5			-			0.7			(0.1)			(0.6)			0.5			1.4			1.4
Total fiscal 2013 restructuring			8.4			-			(1.0)			0.2			(4.8)			2.8			14.5			14.5
Fiscal 2013 acquisition-related
Severance			0.6			-			-			0.1			(0.6)			0.1			0.9			0.9
Total fiscal 2013 acquisition-related			0.6			-			-			0.1			(0.6)			0.1			0.9			0.9
Previous restructuring
Severance			1.6			-			(0.3)			0.1			(0.9)			0.5			13.9			13.9
Facilities and other			0.1			-			(0.1)			-			-			-			1.3			1.3
Total previous restructuring			1.7			-			(0.4)			0.1			(0.9)			0.5			15.2			15.2
Previous acquisition-related
Severance			0.8			-			0.1			-			(0.4)			0.5			54.5			54.5
Facilities and other			6.4			-			(2.6)			0.1			(1.6)			2.3			21.8			21.8
Total previous acquisition-related			7.2			-			(2.5)			0.1			(2.0)			2.8			76.3			76.3
Total restructuring	$		17.9	$		12.8	$		(3.9)	$		0.5	$		(14.5)	$		12.8	$		119.7	$		119.7

The remaining restructuring reserve accruals related to severance and current facilities costs are included in accrued expenses with the long-term facilities cost reserve included in other long-term liabilities on our Condensed Consolidated Balance Sheets.

The following table summarizes the restructuring charges reflected in our results of operations for the periods indicated for each of our reportable segments including charges related to those functions not allocated to our segments.

		Three Months Ended						Nine Months Ended
		February 28,						February 28,
(in millions)		2014			2013			2014			2013
License	$		1.0	$		(0.2)	$		2.4	$		1.9
Maintenance			0.5			0.1			0.2			(0.1)
Consulting			0.5			(1.0)			3.7			0.5
General and administrative and other functions			1.3			(1.0)			2.6			5.2
Total restructuring costs	$		3.3	$		(2.1)	$		8.9	$		7.5

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11. Debt

The following table summarizes our long-term debt balances for the periods indicated:

		February 28, 2014						May 31, 2013
(in millions)		Amount		Effective Rate				Amount		Effective Rate
First lien Term B-1 due October 5, 2016	$		-		-	%	$		340.0		5.750	%
First lien Term B-2 due April 5, 2018			-		-	%			2,779.1		5.250	%
First lien Term B-3 due June 3, 2020			478.6		3.750	%			-		-	%
First lien Term B-5 due June 3, 2020			2,550.0		3.750	%			-		-	%
First lien Euro Term due April 5, 2018			-		-	%			321.7		6.750	%
First lien Euro Term B due June 3, 2020			479.2		4.000	%			-		-	%
9.375% senior notes due April 1, 2019			1,015.0		9.375	%			1,015.0		9.375	%
10.0% senior notes due April 1, 2019			345.1		10.000	%			324.9		10.000	%
11.5% senior notes due July 15, 2018			560.0		11.500	%			560.0		11.500	%
Debt discounts			(38.9)						(16.6)
Total long-term debt			5,389.0						5,324.1
Less: current portion			29.4						91.2
Total long-term debt - non-current	$		5,359.6				$		5,232.9

The weighted average interest rate at February 28, 2014, and May 31, 2013, was 6.02% and 7.10%, respectively.

The following table summarizes our future repayment obligations on the principal debt balances for all of our borrowings as of February 28, 2014:

(in millions)
Fiscal 2014 (remaining 3 months)	$	4.1
Fiscal 2015		34.1
Fiscal 2016		35.2
Fiscal 2017		35.2
Fiscal 2018		35.2
Fiscal 2019		1,955.2
Thereafter		3,328.9
Total	$	5,427.9

Credit Facilities

On April 5, 2012, we entered into a secured credit agreement with Infor (US), Inc. as borrower and a syndicate of certain banks and other financial institutions as lenders and which consists of a secured term loan facility and a secured revolving credit facility (the Credit Agreement), which was subsequently amended. SeeRefinancing Amendments, below for a description of each amendment.

The secured revolving credit facility (the Revolver) has a maximum availability of $150.0 million. We have made no draws against the Revolver and no amounts are currently outstanding. However, $8.4 million of letters of credit have reduced the amount available under the Revolver to $141.6 million. Pursuant to the Credit Agreement there is an undrawn line fee of 0.50% and the Revolver matures on March 31, 2017. Amounts under the Revolver may be borrowed to finance working capital needs and for general corporate purposes.

Interest on the term loans borrowed under the secured term loan facility (the Term Loans) is payable quarterly, in arrears. Quarterly principal payment amounts are set for each of the Term Loans with balloon payments at the applicable maturity dates. The Term Loans are subject to mandatory prepayments in the case of certain situations.

The credit facilities are guaranteed by Infor, Inc. and certain of our wholly owned domestic subsidiaries, and are secured by liens on substantially all of the borrower’s assets and the assets of the guarantors. Prior to the Second Amendment described below,

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under the Credit Agreement we were required to maintain a total leverage ratio not to exceed certain levels as of the last day of each fiscal quarter. However, pursuant to the Second Amendment, this financial maintenance covenant is applicable only for the Revolver and then only for those fiscal quarters in which we have significant borrowings under the Revolver outstanding as of the last day of such fiscal quarter. We are subject to certain other customary affirmative and negative covenants as well.

Refinancing Amendments 

On January 31, 2014, we entered into the Fifth Amendment to the Credit Agreement (as amended). The Fifth Amendment provides for the reduction of the interest rate margins applicable to borrowings made under our Revolver. While we have made no draws against the Revolver, interest on any future Revolver borrowings will be based on a fluctuating rate of interest determined by reference to either, at our option, an Adjusted LIBOR rate, plus a margin of 2.75% per annum, or an alternate base rate, plus a margin of 1.75% per annum. No other changes were made to the terms of the Revolver.

On January 2, 2014, we entered into the Fourth Amendment to the Credit Agreement (as amended). The Fourth Amendment provided for the refinancing of all of the outstanding balance of our Tranche B-2 Term Loan with the proceeds of a new $2,550.0 million term loan (the Tranche B-5 Term Loan).

Interest on the Tranche B-5 Term Loan is based on a fluctuating rate of interest determined by reference to either, at our option, an Adjusted LIBOR rate, plus a margin of 2.75% per annum, with a LIBOR floor of 1.0%, or an alternate base rate, plus a margin of 1.75% per annum, with a minimum alternative base rate floor of 2.0%. This was a reduction in our effective rate related to the new term loan as compared to the Tranche B-2 Term Loan which was based on an Adjusted LIBOR rate plus a margin of 4.0% per annum, with an Adjusted LIBOR floor of 1.25% per annum. The Tranche B-5 Term Loan matures on June 3, 2020, which is an extension of approximately 26 months compared to the original Tranche B-2 Term Loan maturity date. Pursuant to the terms of the Credit Agreement, the Tranche B-5 Term Loan is guaranteed by Infor and certain of our domestic subsidiaries, and is secured by liens on substantially all of our assets and the assets of the guarantors.

Proceeds from the Tranche B-5 Term Loan were used to refinance the outstanding principal of our Tranche B-2 Term Loan, together with accrued and unpaid interest and applicable fees.

On October 9, 2013, we entered into the Third Amendment to the Credit Agreement (as amended) to reflect a technical change clarifying certain defined terms added pursuant to the Second Amendment.

On June 3, 2013, we entered into the Second Amendment to the Credit Agreement (as amended). The Second Amendment provided for the refinancing of the then outstanding principal balance of our Tranche B-1 Term Loan and our Euro Term Loan with the proceeds of a new $483.0 million term loan (the Tranche B-3 Term Loan) and a new €350.0 million term loan (the Euro Tranche B Term Loan). Interest on the Tranche B-3 Term Loan is based on a fluctuating rate of interest determined by reference to either, at our option, an Adjusted LIBOR rate, plus a margin of 2.75% per annum, with an Adjusted LIBOR floor of 1.0%, or an alternate base rate, plus a margin of 1.75% per annum, with a minimum alternative base rate floor of 2.0%. The Tranche B-3 Term Loan matures on June 3, 2020, which is an extension of approximately three and a half years compared to the original Tranche B-1 Term Loan maturity date. Interest on the Euro Tranche B Term Loan is based on a fluctuating rate of interest determined by reference to an Adjusted LIBOR rate, plus a margin of 3.0% per annum, with an Adjusted LIBOR floor of 1.0%. The Euro Tranche B Term Loan matures on June 3, 2020, which is an extension of approximately 24 months compared to the original Euro Term Loan maturity date. Pursuant to the terms of the Credit Agreement, the Tranche B-3 Term Loan and Euro Tranche B Term Loan are guaranteed by the same guarantors, and are secured by liens on substantially all of the borrower’s assets and the assets of the guarantors. The Second Amendment also amended the Credit Agreement to, among other things, limit the applicability of the financial maintenance covenant (maximum total leverage ratio) to the Revolver and then only for those fiscal quarters in which we have significant borrowings under our Revolver outstanding as of the last day of such fiscal quarter.

Proceeds from the Tranche B-3 Term Loan and Euro Tranche B Term Loan were used to refinance the outstanding principal balance of our Tranche B-1 Term Loan and our Euro Term Loan, together with accrued and unpaid interest and applicable fees. In addition, $250.0 million of the proceeds were used to repay a portion of the outstanding balance of our Tranche B-2 Term Loan.

On September 27, 2012, we entered into the First Amendment to the Credit Agreement. The First Amendment provided for the refinancing of the then outstanding principal balance of our Tranche B Term Loan of $2,763.0 million with the proceeds of a new $2,793.1 million term loan (the Tranche B-2 Term Loan). Interest on the Tranche B-2 Term Loan is based on a fluctuating rate of interest determined by reference to, at our option, an Adjusted LIBOR rate, plus a margin of 4.0% per annum, with an Adjusted LIBOR floor of 1.25%, or an alternate base rate, plus a margin of 3.0% per annum. This was a reduction in our effective rate related to this term loan as compared to the Tranche B Term Loan which was based on an Adjusted LIBOR rate plus a margin of 5.0% per annum. The Tranche B-2 Term Loan matures on April 5, 2018, which is the same as the original Tranche B Term Loan maturity date.

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Pursuant to the terms of the Credit Agreement, the Tranche B-2 Term Loan is guaranteed by the same guarantors, and is secured by liens on substantially all of the borrower’s assets and the assets of the guarantors.

Proceeds from the Tranche B-2 Term Loan were used to refinance the outstanding principal balance of our Tranche B Term Loan, together with accrued and unpaid interest and applicable fees, including a prepayment premium of 1.0% of the principal amount thereof, in accordance with the terms of the Credit Agreement.

The outstanding balance of the Tranche B-2 Term Loan was refinanced with proceeds from our Tranche B-5 Term Loan under the Fourth Amendment to our Credit Agreement as discussed above.

Senior Notes

Our senior notes bear interest at the applicable rates per annum which is payable semi-annually in cash in arrears. The senior notes are general unsecured obligations of Infor (US), Inc. and are guaranteed by Infor, Inc. and certain of our wholly owned domestic subsidiaries. Under the indentures governing the senior notes, we are subject to certain customary affirmative and negative covenants.

Deferred Financing Fees

As of February 28, 2014, deferred financing fees, net of amortization, of $130.1 million were reflected on our Condensed Consolidated Balance Sheets in deferred financing fees, net. For the three months ended February 28, 2014 and 2013, we amortized $5.6 million and $6.2 million, respectively, in deferred financing fees which are included in interest expense, net in our Condensed Consolidated Statements of Operations. For the first nine months of fiscal 2014 and 2013, we amortized $18.4 million and $17.2 million, respectively, in deferred financing fees.

In conjunction with the January 2, 2014, Fourth Amendment and the June 3, 2013, Second Amendment to our Credit Agreement, we evaluated each of these refinancing transactions in accordance with ASC 470-50-40,Debt—Modifications and Extinguishments—Derecognition, to determine if the refinancing of our Tranche B-2 Term Loan, Tranche B-1 Term Loan and Euro Term Loan were modifications or extinguishments of the original term loans. Each lender involved in the applicable amendments’ refinance was analyzed to determine if their participation in the refinancing should be accounted for as a modification or an extinguishment. As a result of our assessments, the participation of certain lenders was determined to be modifications and applicable amounts of the unamortized deferred financing fees continue to be capitalized and amortized over the term of the refinanced debt. In the first nine months of fiscal 2014 we capitalized $12.1 million of fees paid to creditors as deferred financing fees related to the modifications. These fees also include costs associated with lenders participating in the financing for the first time. These amounts have been reflected as cash flows from financing activities on our Condensed Consolidated Statements of Cash Flows. For the remaining lenders, a discounted cash flow analysis was performed to determine if their participation had substantially changed. The lenders who chose not to participate in the applicable amendments’ refinance, and those lenders whose participation substantially changed, were determined to be extinguishments. As a result, in the first nine months of fiscal 2014, $5.2 million of the unamortized balance of the applicable deferred financing fees and debt discounts were expensed and recorded in our results of operations as a component of loss on extinguishment of debt in our Condensed Consolidated Statements of Operations. In addition, we expensed $20.9 million in third-party costs incurred related to the modifications, which were included in acquisition-related and other costs in our Condensed Consolidated Statements of Operations in the first nine months of fiscal 2014 and are reflected in our year-to-date results.

Parent Company PIK Term Loan

In addition to the debt held by Infor and its affiliates discussed above, Infor Lux Bond Company (Lux Bond Co), our direct parent company, has debt in respect of a term loan (the Lux PIK Term Loan) under the Holdco PIK Term Loan Agreement, dated March 2, 2007, and amended pursuant to the First Amendment thereto, dated as of April 5, 2012.

As of April 5, 2012, the Lux PIK Term Loan bears interest at a fixed rate of 13.375% per year and accrues quarterly. Accrued but unpaid interest is to be added to the principal balance. At the election of Lux Bond Co, interest for a quarter may be paid in cash and the fixed rate will be reduced by 50 basis points per annum for that quarter. For fiscal 2013 and in the second and third quarters of fiscal 2014, Lux Bond Co elected to pay the quarterly interest in cash and we funded the applicable Lux PIK Term Loan interest payments. See Note 17,Related Party Transactions – Due to/from Affiliate. As of February 28, 2014, and May 31, 2013, the total balance outstanding related to the Lux PIK Term Loan was $166.8 million and $161.4 million, respectively. The balance as of February 28, 2014, includes accrued interest of $5.4 million as Lux Bond Co did not elect to pay the first quarter of fiscal 2014 interest in cash. Subsequent to our third quarter of fiscal 2014, on April 8, 2014, the outstanding balance of the Lux PIK Term Loan was repaid. See Note 19,Subsequent Events – Issuance of Notes.

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Under applicable guidance from the SEC (SAB Topic 5-J), a parent’s debt, related interest expense and allocable deferred financing fees are to be included in a subsidiary’s financial statements under certain circumstances. We have considered these circumstances and determined that Infor does not meet any of the applicable criteria related to the Lux PIK Term Loan and accordingly we have not reflected the Lux PIK Term Loan in our consolidated financial statements for any of the periods presented. While not contractually required to do so, we believe that any voluntary servicing of the Lux PIK Term Loan, or any other affiliate’s debt, in future periods will not materially impact our ability to service our own debt and that our cash flows from operations, together with our cash and cash equivalents, will be sufficient to meet our debt service obligations for the foreseeable future.

12. Income Taxes

Income taxes have been provided in accordance with ASC 740,Income Taxes. The effective tax rate for the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. Our effective tax rate may fluctuate as a result of changes in the forecasted annual income level and geographical mix of our operating earnings as well as a result of acquisitions, changes in liabilities recorded for unrecognized tax benefits, changes in the valuation allowances for deferred tax assets, tax settlements with U.S. and foreign tax authorities, and the impact from changes in enacted tax laws.

Our income tax provision (benefit) and overall effective tax rates were as follows for the periods indicated:

		Three Months Ended								Nine Months Ended
		February 28,								February 28,
(in millions, except percentages)		2014				2013				2014			2013
Income tax provision (benefit)	$		(5.4)		$		(9.8)		$		10.6	$		25.3
Effective income tax rate			131.7	%			11.9	%			10.8 %			(24.4)%

Our provision for income taxes differs from the tax computed at the U.S. federal statutory rate primarily due to states taxes and foreign earnings taxed at lower income tax rates than in the U.S.

The change in the third quarter tax rate compared to the prior year was primarily due to an increase in book income subject to taxation, a decrease in the amount of valuation allowance released, an increase in the amount of foreign income (Subpart F inclusions) subject to U.S. tax, and a change in estimate of the amount of foreign income (Subpart F inclusions) subject to U.S. tax in the 2013 U.S. federal income tax return. The change in the tax rate for the first nine months of fiscal 2014 compared to the prior year was driven by a decrease in the amount of foreign income (Subpart F inclusions) subject to U.S. tax, the elimination of the need to provide for a valuation allowance for certain foreign earnings, a reduction in the amount of unrecognized tax benefits, and a change in estimate of the amount of foreign income (Subpart F inclusions) subject to U.S. tax in the 2013 U.S. federal income tax return.

During the upcoming twelve months ending February 28, 2015, we expect a net reduction of approximately $27.4 million of unrecognized tax benefits, primarily due to the expiration of statutes of limitation in the various jurisdictions.

Our net deferred tax assets were $135.3 million and $125.9 million as of February 28, 2014 and May 31, 2013. We believe it is more likely than not that the net deferred tax assets will be realized in the foreseeable future. Realization of our net deferred tax assets is dependent upon our generation of sufficient taxable income in future years in appropriate jurisdictions to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credit carryforwards. The amount of net deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

13. Comprehensive Income (Loss)

Comprehensive income (loss) is the change in equity of a business enterprise from non-stockholder transactions impacting stockholders’ deficit that are not included in the statement of operations and are reported as a separate component of stockholders’ deficit. Other comprehensive income (loss) includes the change in foreign currency translation adjustments, changes in defined benefit plan obligations, and unrealized gain (loss) on derivative instruments.

We report accumulated other comprehensive income as a separate line item in the stockholders’ deficit section of our Condensed Consolidated Balance Sheets. We report the components of comprehensive income (loss) on our Condensed Consolidated Statements of Comprehensive Income (Loss).

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Total accumulated other comprehensive income (loss) and its components were as follows for the periods indicated:

(in millions)		Foreign Currency Translation   Adjustment			Funded Status of Defined Benefit Pension Plan (1)			Derivative Instruments Unrealized  Gain (Loss) (2)			Accumulated Other Comprehensive Income
Balance, May 31, 2013	$		98.9	$		(8.9)	$		-	$		90.0
Other comprehensive income (loss)			(11.9)			(0.5)			(8.8)			(21.2)
Balance, February 28, 2014	$		87.0	$		(9.4)	$		(8.8)	$		68.8

(1) Funded status of defined benefit pension plan is presented net of tax provision of $0.9 million and $0.9 million as of February 28, 2014 and May 31, 2013, respectively.

(2) Derivative instruments unrealized gain (loss) is presented net of tax benefit of $5.6 million as of February 28, 2014.

The components of other comprehensive income (loss) were as follows for the periods indicated. There were no amounts reclassified out of accumulated other comprehensive income in any of the periods presented.

(in millions) Three Months Ended		Before-Tax			Income Tax  (Expense) Benefit			Net-of-Tax
February 28, 2014
Foreign currency translation adjustment	$		2.1	$		-	$		2.1
Change in funded status of defined benefit plans			(0.1)			-			(0.1)
Derivative instruments unrealized gain (loss)			0.1			-			0.1
Other comprehensive income (loss)	$		2.1	$		-	$		2.1
February 28, 2013
Foreign currency translation adjustment	$		61.7	$		-	$		61.7
Change in funded status of defined benefit plans			0.4			-			0.4
Other comprehensive income (loss)	$		62.1	$		-	$		62.1
(in millions) Nine Months Ended		Before-Tax			Income Tax (Expense) Benefit			Net-of-Tax
February 28, 2014
Foreign currency translation adjustment	$		(11.9)	$		-	$		(11.9)
Change in funded status of defined benefit plans			(0.5)			-			(0.5)
Derivative instruments unrealized gain (loss)			(14.4)			5.6			(8.8)
Other comprehensive income (loss)	$		(26.8)	$		5.6	$		(21.2)
February 28, 2013
Foreign currency translation adjustment	$		162.6	$		-	$		162.6
Change in funded status of defined benefit plans			(0.1)			-			(0.1)
Other comprehensive income (loss)	$		162.5	$		-	$		162.5

14. Commitments and Contingencies

Leases

We have entered into cancelable and non-cancelable operating leases, primarily related to rental of office space, certain office equipment and automobiles. Total rent expense for operating leases was $13.3 million and $14.6 million for the three-month periods ended February 28, 2014 and February 28, 2013, respectively. For the first nine months of fiscal 2014 and 2013, total rent expense for operating leases was $39.1 million and $43.0 million, respectively.

We have also entered into certain capital lease commitments for buildings, automobiles, computers and operating equipment. Aggregate property acquired through capital leases and the associated depreciation of these assets is included in property and

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equipment, net on our Condensed Consolidated Balance Sheets. The current portion of capital lease obligations is included in accrued expenses, and the long-term portion of capital lease obligations is included in other long-term liabilities on our Condensed Consolidated Balance Sheets.

Litigation

From time to time, we are subject to litigation in the normal course of business. We accrue for litigation exposure when a loss is probable and estimable. As of February 28, 2014, and May 31, 2013, we have accrued $2.7 million and $12.1 million, respectively, related to current litigation matters. We expense all legal costs to resolve regulatory, legal, tax or other matters in the period incurred.

Patent Infringement Lawsuit by ePlus

On May 19, 2009, ePlus sued a number of defendants, including Infor (US), Inc. (then known as Lawson Software, Inc. (Lawson)), alleging infringement of three separate United States patents. Prior to trial, the district court excluded all of ePlus’ evidence of damages, and as a result, only liability issues were submitted to the jury. On January 27, 2011, a jury found that Lawson’s S3 Procurement System, when used in combination with certain complementary Supply Chain Management products we offer, namely Requisition Self Service (RSS), RSS and Procurement Punchout (Punchout), and/or RSS, Punchout and Electronic Data Interface (EDI), as well as its M3 e-Procurement System, infringed two of the ePlus patents. No damages were awarded to ePlus. Following the jury verdict, Lawson developed a design-around product, Requisition Center (RQC), which was intended to be a non-infringing replacement of RSS. Since May 18, 2011, Lawson has made RQC available free of charge to all of its customers that had a product configuration that included RSS. On May 23, 2011, the Court entered an injunction prohibiting Lawson from licensing, servicing, or supporting our S3 Procurement System, when used in combination with RSS, RSS and Punchout and/or RSS, Punchout and EDI, and its M3 e-Procurement System, in the United States, although the effect of such injunction was stayed for six months for certain of our health care customers. Lawson took an appeal to the United States Court of Appeals for the Federal Circuit as to the liability issues and one aspect of the injunction; ePlus filed a cross-appeal as to damages.

In September 2011, ePlus initiated contempt proceedings alleging that Lawson was not compliant with the injunction for, inter alia, releasing RQC which ePlus claims is not more than colorably different from RSS and also infringes its patents. In the contempt proceeding, which was heard by the same district court judge who presided over the underlying jury trial, ePlus sought, among other things, monetary damages as a remedy for Lawson’s alleged violation of the court’s injunction order, and a ruling that would enjoin further sales or servicing of the redesigned products that incorporate Punchout or Punchout and EDI. We are vigorously defending this matter because we believe Lawson has meritorious defenses, including: (i) that the product modifications render the current product more than colorably different from the adjudged infringing products, making contempt inappropriate; and (ii) that the modified product does not infringe the claims of the patents-in-suit as those claims were alleged and proved to be infringed by the original products.

On November 21, 2012, the United States Court of Appeals for the Federal Circuit decided the direct appeal, affirming-in-part, reversing-in-part, vacating-in-part, and remanding the case to the District Court. The jury’s verdict of liability on one method claim (applicable to two of Lawson’s accused configurations) was affirmed; all other liability findings were reversed. As part of the reversal the two system claims that are directed to the making, using and selling of specific types of procurement systems were invalidated as a matter of law. The Circuit Court also affirmed the trial court’s rulings against ePlus on damages. The case was remanded for consideration of changes that are required to be made to the injunction in light of the liability rulings in Lawson’s favor. On December 21, 2012, ePlus filed a Petition in the Federal Circuit seeking rehearing of the liability rulings against it in the Court’s November 21, 2012, decision, which Petition was denied on January 29, 2013. The Petition did not raise the damages issues, thus making final ePlus’ non-entitlement to infringement damages.

The District Court conducted an evidentiary hearing in the contempt proceeding in the first week of April 2013. Before that hearing, Lawson moved to dissolve or modify the injunction based on the Circuit Court’s ruling. The District Court did not rule on that motion before the hearing. On June 11, 2013, the District Court modified the injunction by deleting from its scope the product consisting of the S3 Procurement System in combination with RSS, but ordered that the injunction shall remain in effect in all other respects. The District Court issued a separate order denying Lawson’s motion to dissolve or modify the injunction. Lawson has appealed the District Court’s denial of the motion to modify, and order of modification, to the United States Court of Appeals for the Federal Circuit.

On August 16, 2013, the District Court issued an Opinion and Order finding Lawson in contempt of its May 23, 2011 injunction, awarding damages to ePlus in the amount of $18,167,950 (plus post-judgment interest at an annual rate of 0.12%), denying ePlus’ request for enhanced damages and attorney’s fees, and imposing a coercive remedy in the daily amount of $62,362 payable to the Court, unless and until Lawson establishes that it is in compliance with the Court’s

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injunction order by September 20, 2013. Lawson filed a stay request in the District Court, which granted the request to stay the money judgment to ePlus, but denied the request to stay the deadline to demonstrate compliance. Lawson noticed a timely appeal and filed a motion for stay with the United States Court of Appeals for the Federal Circuit of the District Court’s August 16, 2013 ruling. On September 19, 2013, the Court of Appeals entered a stay order providing that “(1) Lawson shall not have to demonstrate compliance with the May 23, 2011, injunction order during the pendency of its appeal of the Contempt Order; (2) Lawson shall not have to pay the $62,362 per day fine, which will not accrue during the pendency of its appeal; and (3) the $62,362 per day fine will only begin to accrue if Lawson is unsuccessful on appeal.” The Court of Appeals denied the stay in part, stating that if Lawson did not comply with the injunctionand did not prevail on appeal, Lawson would be liable for compensatory damages, interest or fees “to the extent appropriate.”

On September 20, 2013, Lawson submitted to the District Court a Report of Compliance, limited to software configurations with the decommissioned RSS module and Procurement Punchout. Lawson states in that submission that it is in compliance with the District Court injunction as it pertains to those configurations. Relying on the stay issued by the Court of Appeals, Lawson has continued to sell and service configurations containing the RQC module and Procurement Punchout, which the District Court held to be in violation of its injunction, a determination now on appeal.

As previously noted, on direct appeal, the Federal Circuit Court of Appeals held two of the five infringed claims to be invalid. More recently, a final determination of the Board of Patent Appeals and Interferences (BPAI) invalidated the remaining three claims, including the single claim that is the basis for the modified injunction. ePlus appealed that administrative determination to the Federal Circuit Court of Appeals and, on November 8, 2013, the Circuit Court issued a judgment order summarily affirming the BPAI’s finding of invalidity. On December 23, 2013, ePlus petitioned the Circuit Court for panel rehearing, and rehearing en banc, of the November 8^th summary order. The Federal Circuit denied ePlus’ petition for rehearing on January 29, 2014, and issued its mandate on February 5, 2014. Lawson’s appeals from the injunction and contempt order are pending.

Given the inherent unpredictability of judicial proceedings, the pending appeal of the District Court’s injunction order, damages ruling and contempt finding, as well as the right of either party to petition for an appeal of an unfavorable decision from any ruling made on the merits of the contempt application, we cannot predict with certainty at this time the eventual outcome of the contempt proceeding. Nevertheless, Lawson believes it has a strong likelihood of success in its appeal. Lawson contends that the Federal Circuit’s November 8, 2013 decision affirming the invalidation of the sole patent claim upon which the injunction and the contempt order are both predicated should be given collateral estoppel effect in the current proceeding between ePlus and Lawson. Lawson’s further position is that in the absence of a valid patent claim (as a consequence of collateral estoppel application of the Federal Circuit’s prior ruling) there would be no continuing basis for an injunction against Lawson, and that both the injunction and the judgment of contempt against Lawson should be reversed and vacated.

Other Proceedings

We are subject to various other legal proceedings and the risk of litigation by employees, customers, patent owners, suppliers, stockholders or others through private actions, class actions, administrative proceedings or other litigation. While the outcome of these claims cannot be predicted with certainty, we are of the opinion that, based on information presently available, the resolution of any such legal matters existing as of February 28, 2014, will not have a material adverse effect on our financial position, results of operations or cash flows.

Guarantees

We typically grant our customers a warranty that guarantees that our product will substantially conform to Infor’s current specifications for 90 days from the delivery date. We also indemnify our customers from third-party claims of intellectual property infringement relating to the use of our products. Infor’s standard software license agreements contain liability clauses that are limited in amount. We account for these clauses under ASC 460,Guarantees. We have not previously incurred costs to settle claims or paid awards under these indemnification obligations. Accordingly, we have not recorded any liabilities related to these agreements as of February 28, 2014, and May 31, 2013.

15. Derivative Financial Instruments

In the second quarter of fiscal 2014, we entered into certain interest rate swaps with notional amounts totaling $945.0 million to limit our exposure to floating interest rate risk related to a significant portion of the outstanding balance of our Term Loans. See Note 11,Debt. We entered into these interest rate swaps to mitigate our exposure to the variability of the three-month LIBOR for our floating rate debt. We have designated these instruments as cash flow hedges upon initiation and we anticipate that these hedges will

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be highly effective at their inception and on an on-going basis. These interest rate swaps have a forward effective date of March 31, 2015, with a 30-month term expiring September 29, 2017, and have a 1.25% floor.

The following table presents the fair values of the derivative financial instruments included on our Condensed Consolidated Balance Sheets at the dates indicated:

							Balance Sheet		Fair Value at
		Notional		Derivative			Classification		February 28,			May 31,
(in millions, except percentages)		Amount		Base			Asset (Liability)		2014			2013
Accounting cash flow hedges:
Interest rate swap	$		425.3		2.4725	%	Other long-term liabilities	$		(6.6)	$		-
Interest rate swap			212.6		2.4740	%	Other long-term liabilities			(3.2)			-
Interest rate swap			212.6		2.4750	%	Other long-term liabilities			(3.2)			-
Interest rate swap			94.5		2.4725	%	Other long-term liabilities			(1.4)			-
Total	$		945.0				Total, net asset (liability)	$		(14.4)	$		-

The following table presents the impact of the derivative financial instruments on our other comprehensive income (OCI), accumulated other comprehensive income (AOCI), and our statement of operations for the periods indicated:

			Three Months Ended						Nine Months Ended
	Statement of		February 28,						February 28,
(in millions)	Operations Location		2014			2013			2014			2013
Accounting cash flow hedges:
Interest rate swaps
Effective portion - gain (loss) recognized in OCI		$		0.1	$		-	$		(14.4)	$		-
Gain (loss) reclassified from AOCI into net income	Interest expense, net	$		-	$		-	$		-	$		-

We have no other derivatives instruments designated as accounting hedges and no derivatives that are not designated as hedging instruments. The amounts reflected in the above tables do not include any adjustments to reflect the impact of deferred income taxes. For all periods presented, there were no gains or losses recognized in income related to hedge ineffectiveness.

As of February 28, 2014, none of the amounts included in accumulated other comprehensive income (loss) related to our derivative instruments is expected to be reclassified into earnings during the next twelve months. This estimate is based on the forward effective date of our interest rate swaps and the timing of the occurrence of the hedged forecasted transactions. The maximum term over which we are hedging our exposure to the variability of future cash flows (for all forecasted transactions) is approximately four years.

16. Segment and Geographic Information

We are a global provider of enterprise business applications software and services focused primarily on medium and large enterprises. We provide industry-specific and other enterprise software products and related services to companies in the manufacturing, distribution, healthcare, public sector, automotive, service industries, ESM&R, consumer products & retail and hospitality industries. We serve customers in the Americas, EMEA and APAC geographic regions.

Segment Information

We view our operations and manage our business as three reportable segments:License,Maintenance, andConsulting. See Note 1,Nature of Business and Basis of Presentation – Business Segments. It is around these three key sets of business activities that we have organized our business and established budgets, forecasts and strategic objectives, including go-to-market strategies. Within our organization, multiple sets of information are available reflecting various views of our operations including vertical, geographic, product, and/or functional information. However, the financial information provided to and used by our CODM to assist in making

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operational decisions, allocating resources and assessing performance reflects revenues, cost of revenues and sales margin for these three segments.

License—Our License segment develops, markets and distributes enterprise software including the following types of software: enterprise human capital management, financial management, business intelligence, asset management, enterprise performance management, supply chain management, service management, manufacturing operations, business project management and property management for hospitality companies. License revenues include license fees which primarily consist of fees resulting from products licensed to customers on a perpetual basis. Product license fees result from a customer’s licensing of a given software product for the first time or with a customer’s licensing of additional users for previously licensed products. License revenues also include revenues related to our SaaS offerings.

Maintenance—Our Maintenance segment provides software updates and product support including when-and-if-available upgrades, release updates, regulatory updates and patches, access to our knowledge base and technical support team, technical advice and application management. Generally, these services are provided under annual contracts. Infor’s maintenance agreements are comprehensive customer support programs which entitle customers to various levels of support to meet their specific needs. Infor’s maintenance and customer support offerings are delivered through our global support organization operating from our support centers around the world. Maintenance revenues include product updates and support fees revenues which represent the ratable recognition of fees to enroll and renew licensed products in our maintenance programs. These fees are typically charged annually and are based on the license fees initially paid by the customer. These revenues can fluctuate based on the number and timing of new license contracts, renewal rates and price increases.

Consulting—Our Consulting segment provides software implementation, customization, integration, training and other consulting services related to Infor’s software products. Services in this segment are generally provided under time and materials contracts, and in certain situations, under fixed-fee or maximum-fee contracts. Infor’s consulting offerings range from initial assessment and planning of a project to the actual implementation and post-implementation of a project, including optimizing a customer’s use of our software, as well as training and learning tools designed to help customers become proficient in using Infor’s software quickly and effectively. Consulting services and other revenue include consulting services and other fees revenues from services provided to customers who have licensed Infor’s products.

The measure we use to assess our reportable segments’ operating performance is sales margin. Reportable segment sales margin includes segment revenues net of direct controllable costs. Segment revenues include adjustments to increase revenues that would have been recognized if we had not adjusted certain deferred revenue balances related to acquisitions to their fair values at the time of the acquisition as required by GAAP. Segment costs represent those costs of resources dedicated to each segment, direct sales costs, and allocation of certain operating expenses. Segment costs exclude any allocation of depreciation and amortization related to our acquired intangible assets or restructuring costs.

We do not have any intercompany revenue recorded between reportable segments. The accounting policies for our reportable segments are the same as those used in our Consolidated Financial Statements. We do not assess or report assets or capital expenditures by reportable segment. For disclosure of goodwill by reportable segment see Note 4,Goodwill.

The following table presents financial information for our reportable segments for the periods indicated:

(in millions, except percentages)		Reportable Segment
Three Months Ended		License			Maintenance			Consulting			Total
February 28, 2014
Revenues	$		131.6	$		362.6	$		181.0	$		675.2
Cost of revenues			24.7			67.2			144.6			236.5
Direct sales costs			96.7			-			-			96.7
Sales margin	$		10.2	$		295.4	$		36.4	$		342.0
Sales margin %			7.8%			81.5%			20.1%			50.7%
February 28, 2013
Revenues	$		124.2	$		357.1	$		186.3	$		667.6
Cost of revenues			17.3			65.2			149.0			231.5
Direct sales costs			96.5			-			-			96.5
Sales margin	$		10.4	$		291.9	$		37.3	$		339.6
Sales margin %			8.4%			81.7%			20.0%			50.9%

27

(in millions, except percentages)		Reportable Segment
Nine Months Ended		License			Maintenance			Consulting			Total
February 28, 2014
Revenues	$		373.3	$		1,095.9	$		558.9	$		2,028.1
Cost of revenues			62.7			193.6			440.1			696.4
Direct sales costs			276.1			-			-			276.1
Sales margin	$		34.5	$		902.3	$		118.8	$		1,055.6
Sales margin %			9.2%			82.3%			21.3%			52.0%
February 28, 2013
Revenues	$		353.9	$		1,078.3	$		562.0	$		1,994.2
Cost of revenues			50.5			191.1			439.9			681.5
Direct sales costs			273.9			-			-			273.9
Sales margin	$		29.5	$		887.2	$		122.1	$		1,038.8
Sales margin %			8.3%			82.3%			21.7%			52.1%

The following table presents a reconciliation of our reportable segment revenues, net of the reversal of purchase accounting revenue adjustments, and our reportable segment sales margin to total consolidated revenues and consolidated income (loss) before income tax for the periods indicated:

		Three Months Ended						Nine Months Ended
		February 28,						February 28,
(in millions)		2014			2013			2014			2013
Reportable segment revenues	$		675.2	$		667.6	$		2,028.1	$		1,994.2
Purchase accounting revenue adjustments (1)			(2.5)			(4.2)			(6.6)			(16.5)
Total revenues	$		672.7	$		663.4	$		2,021.5	$		1,977.7
Reportable segment sales margin	$		342.0	$		339.6	$		1,055.6	$		1,038.8
Other unallocated costs and operating expenses(2)			180.9			163.6			504.7			498.1
Amortization of intangible assets and depreciation			67.3			67.7			195.8			209.5
Restructuring costs			3.3			(2.1)			8.9			7.5
Income from operations			90.5			110.4			346.2			323.7
Total other expense, net			94.6			193.0			248.2			427.2
Income (loss) before income tax	$		(4.1)	$		(82.6)	$		98.0	$		(103.5)

(1) Adjustments to decrease reportable segment revenue for revenue that we would have recognized had we not adjusted acquired deferred revenue as required by GAAP.

(2) Other unallocated costs and operating expenses include certain sales and marketing expenses, research and development, general and administrative, acquisition-related and other costs, as well as adjustments for deferred costs recognized related to acquired deferred revenue.

28

Geographic Information

The following table presents our revenues summarized by geographic region, based on the location at which each sale originates, for the periods indicated:

(in millions)		Geographic Region
Three Months Ended		Americas			EMEA			APAC			Total
February 28, 2014
Software license fees and subscriptions	$		80.3	$		37.3	$		12.1	$		129.7
Product updates and support fees			220.7			113.0			28.7			362.4
Software revenues			301.0			150.3			40.8			492.1
Consulting services and other fees			81.9			83.2			15.5			180.6
Total revenues	$		382.9	$		233.5	$		56.3	$		672.7
February 28, 2013
Software license fees and subscriptions	$		69.9	$		40.3	$		11.0	$		121.2
Product updates and support fees			217.5			108.7			30.7			356.9
Software revenues			287.4			149.0			41.7			478.1
Consulting services and other fees			83.9			84.3			17.1			185.3
Total revenues	$		371.3	$		233.3	$		58.8	$		663.4
(in millions)		Geographic Region
Nine Months Ended		Americas			EMEA			APAC			Total
February 28, 2014
Software license fees and subscriptions	$		226.5	$		109.6	$		33.3	$		369.4
Product updates and support fees			669.5			337.2			88.1			1,094.8
Software revenues			896.0			446.8			121.4			1,464.2
Consulting services and other fees			257.8			247.7			51.8			557.3
Total revenues	$		1,153.8	$		694.5	$		173.2	$		2,021.5
February 28, 2013
Software license fees and subscriptions	$		201.0	$		109.7	$		31.9	$		342.6
Product updates and support fees			659.0			324.6			93.4			1,077.0
Software revenues			860.0			434.3			125.3			1,419.6
Consulting services and other fees			259.9			242.7			55.5			558.1
Total revenues	$		1,119.9	$		677.0	$		180.8	$		1,977.7

The following table presents our long-lived tangible assets, consisting of property and equipment net of accumulated depreciation, summarized by geographic region:

	Geographic Region
(in millions)	Americas		EMEA		APAC		Total
February 28, 2014	$	47.9	$	26.6	$	4.5	$	79.0
May 31, 2013	$	42.9	$	25.0	$	3.4	$	71.3

29

The following table sets forth our revenues by country for the periods indicated:

		Three Months Ended						Nine Months Ended
		February 28,						February 28,
(in millions)		2014			2013			2014			2013
United States	$		339.9	$		321.5	$		1,012.9	$		961.7
All other countries			332.8			341.9			1,008.6			1,016.0
Total revenues	$		672.7	$		663.4	$		2,021.5	$		1,977.7

Revenues attributable to the United States, our country of domicile, and foreign countries are based on the country in which the sales originate.

The following table sets forth long-lived tangible assets by country at the dates indicated:

		February 28,			May 31,
(in millions)		2014			2013
United States	$		47.0	$		42.1
Germany			9.3			9.7
All other countries			22.7			19.5
Total long-lived tangible assets	$		79.0	$		71.3

Only those countries in which revenues or long-lived assets exceed 10% of our consolidated revenues or long-lived assets are reflected in the above tables. In those fiscal periods when a country’s revenues or long-lived tangible assets are less than 10% of the consolidated totals, applicable amounts are included in “all other countries.”

17. Related Party Transactions

We have entered into advisory agreements with both Golden Gate Capital and Summit Partners, L.P. (Summit Partners, and together with Golden Gate Capital, the Sponsors) pursuant to which we have retained them to provide advisory services relating to financing and strategic business planning, acquisitions and investments, analysis and oversight, executive recruiting and certain other services. The Sponsors are our largest investors.

Golden Gate Capital

During the first nine months of fiscal 2014 and 2013, we recognized as a component of general and administrative expenses in our Condensed Consolidated Statement of Operations $4.4 million and $4.4 million, respectively, for Golden Gate Capital management fees and expenses rendered in connection with acquisitions, debt refinancing and other advisory services. At February 28, 2014, $0.3 million of these fees remained unpaid. We capitalized as deferred financing fees $0.1 million during the first nine months of fiscal 2014 for fees and expenses paid to Golden Gate Capital in connection with our debt refinancing transactions during the year and expensed an additional $0.9 million. We did not capitalize or expense any similar fees in the comparable periods last year.

In the normal course of business, we may sell or purchase products and services to companies owned by Golden Gate Capital. Sales to Golden Gate Capital-owned companies were approximately $0.9 million and $1.4 million in the first nine months of fiscal 2014 and 2013, respectively. These revenues were recognized according to our revenue recognition policy as described in Note 2,Summary of Significant Accounting Policies. In addition, we have made payments to companies owned by Golden Gate Capital of approximately $0.1 million and $0.3 million in the first nine months of fiscal 2014 and 2013, respectively.

Summit Partners

During the first nine months of fiscal 2014 and 2013, we recognized as a component of general and administrative expenses in our Condensed Consolidated Statement of Operations $1.5 million and $1.3 million, respectively, for Summit Partners management fees and expenses rendered in connection with acquisitions, debt refinancing and other advisory services, all of which were paid at February 28, 2014. We had no sales to companies owned by Summit Partners in the first nine months of fiscal 2014 or the corresponding prior period. We have made an insignificant amount of payments to companies owned by Summit Partners in the first nine months of fiscal 2014 and payments of $0.1 million in the corresponding prior period.

30

Due from Affiliates

Infor, through certain of our subsidiaries, had net receivables from Lux Bond Co of $34.5 million and $30.1 million as of February 28, 2014, and May 31, 2013, respectively. These receivables arose primarily due to our payment of deferred financing fees and interest related to Lux Bond Co debt and are included in receivable from stockholders in the equity section on our Condensed Consolidated Balance Sheets. In fiscal 2013, we funded quarterly interest payments totaling $18.2 million that were due related to the Lux PIK Term Loan primarily through affiliate loans to Lux Bond Co. In the first nine months of fiscal 2014, Lux Bond Co elected to pay second and third quarter interest of $11.0 million in cash and we funded these payments though affiliate loans. Any future quarterly interest payments along with the repayment of the remaining principal balance at maturity may also be funded through additional loans to Lux Bond Co.

In addition, Infor has entered into a tax Allocation Agreement with GGC Software Parent, Inc., an affiliate of Lux Bond Co, which was effective as of April 5, 2012. The Company is included in the GGC Software Parent, Inc. consolidated federal income tax return and the Tax Allocation Agreement sets forth the obligation of the Company and its domestic subsidiaries with regard to preparing and filing tax returns and allocating tax payments under the consolidated reporting rules of the Internal Revenue Code and similar state and local tax laws governing combined or consolidated filings. The Tax Allocation Agreement provides that each domestic subsidiary that is a member of the consolidated, unitary or combined tax group will pay its share of the taxes of the group. In the first nine months of fiscal 2014, we recorded $6.6 million under the terms of the Tax Allocation Agreement as a decrease to the receivable from Lux Bond Co as of February 28, 2014.

18. Supplemental Guarantor Financial Information

The 9.375%, 10.0% and 11.5% senior notes issued by Infor (US), Inc. are fully and unconditionally guaranteed, except for certain customary automatic release provisions, jointly and severally, by Infor, Inc., its parent company, and substantially all of its existing and future wholly-owned domestic subsidiaries (collectively the Guarantor Subsidiaries). See Note 11, Debt. Its other subsidiaries (collectively, the Non-Guarantor Subsidiaries) are not guarantors of our borrowings. The indentures governing the notes limit, among other things, the ability of Infor, Inc. and the Guarantor Subsidiaries to incur additional indebtedness; declare or pay dividends; redeem stock or make other distributions to stockholders; make investments; create liens or use assets as security in other transactions; merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; enter into transactions with affiliates; and sell or transfer certain assets.

The following tables set forth requisite financial information of Infor, Inc., Infor (US), Inc., the Guarantor Subsidiaries and Non-Guarantor Subsidiaries including our Condensed Consolidating Balance Sheets as of February 28, 2014, and May 31, 2013, our Condensed Consolidating Statements of Operations and our Condensed Consolidating Statements of Comprehensive Income (Loss) for our fiscal quarter and nine-month periods ended February 28, 2014 and 2013, and our Condensed Consolidating Statements of Cash Flows for the nine months ended February 28, 2014 and 2013.

During the fourth quarter of fiscal 2013, we corrected the manner in which we were classifying our affiliate payables related to our Tax Allocation Agreement with GGC Software Parent, Inc. Previously, the payables were classified on our Consolidated Balance Sheets as income taxes payable. Based upon our review of the nature of transactions that resulted in these payables and our expectation as to the timing of the payments, we corrected our presentation of our affiliate payables and reclassified the balance from income taxes payable to receivable from stockholders on our Consolidated Balance Sheets as of May 31, 2013. The cash flows related to the affiliate receivables were also reclassified from operating activities to financing activities in our Consolidated Statements of Cash Flows. We have assessed the materiality of these revisions and concluded that they were not material to any of our previously issued financial statements. As permitted by applicable accounting guidance, we have presented revised cash flow information below for the nine months ended February 28, 2013.

31

Condensed Consolidating Balance Sheets

		February 28, 2014
		Infor, Inc.			Infor (US), Inc.			Guarantor			Non-Guarantor						Total
(in millions)		(Parent)			(Subsidiary Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$		-	$		69.2	$		-	$		340.8	$		-	$		410.0
Accounts receivable, net			-			131.2			5.3			227.6			-			364.1
Prepaid expenses			-			49.1			15.7			58.9			-			123.7
Income tax receivable			0.4			25.6			0.5			16.4			-			42.9
Other current assets			-			19.2			-			12.6			-			31.8
Affiliate receivable			-			396.5			380.2			23.5			(800.2)			-
Deferred tax assets			-			19.7			2.8			16.8			(0.1)			39.2
Total current assets			0.4			710.5			404.5			696.6			(800.3)			1,011.7
Property and equipment, net			-			30.4			16.6			32.0			-			79.0
Intangible assets, net			-			662.2			10.3			340.4			-			1,012.9
Goodwill			-			2,355.6			62.6			1,908.3			-			4,326.5
Deferred tax assets			-			-			3.0			95.7			(2.6)			96.1
Other assets			-			6.3			4.5			21.7			-			32.5
Deferred financing fees, net			-			130.1			-			-			-			130.1
Affiliate receivable			-			930.8			1.3			148.7			(1,080.8)			-
Investment in subsidiaries			-			1,587.4			-			-			(1,587.4)			-
Total assets	$		0.4	$		6,413.3	$		502.8	$		3,243.4	$		(3,471.1)	$		6,688.8
LIABILITIES AND STOCKHOLDERS’
DEFICIT
Current liabilities:
Accounts payable	$		-	$		27.4	$		0.1	$		29.5	$		-	$		57.0
Income taxes payable			-			-			-			15.3			-			15.3
Accrued expenses			-			177.6			31.0			177.5			-			386.1
Deferred tax liabilities			0.1			-			-			3.8			(0.1)			3.8
Deferred revenue			-			427.8			15.6			423.4			-			866.8
Affiliate payable			29.4			400.7			318.4			51.7			(800.2)			-
Current portion of long-term obligations			-			29.4			-			-			-			29.4
Total current liabilities			29.5			1,062.9			365.1			701.2			(800.3)			1,358.4
Long-term debt			-			5,359.6			-			-			-			5,359.6
Deferred tax liabilities			0.1			171.5			-			65.4			(2.6)			234.4
Affiliate payable			58.6			149.6			0.4			872.2			(1,080.8)			-
Other long-term liabilities			-			74.1			3.0			151.5			-			228.6
Losses in excess of investment in subsidiaries			404.4			-			-			-			(404.4)			-
Total liabilities			492.6			6,817.7			368.5			1,790.3			(2,288.1)			7,181.0
Total stockholders’ equity (deficit)			(492.2)			(404.4)			134.3			1,453.1			(1,183.0)			(492.2)
Total liabilities and stockholders’ deficit	$		0.4	$		6,413.3	$		502.8	$		3,243.4	$		(3,471.1)	$		6,688.8

32

		May 31, 2013
		Infor, Inc.			Infor (US), Inc.			Guarantor			Non-Guarantor						Total
(in millions)		(Parent)			(Subsidiary Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$		-	$		89.5	$		-	$		332.4	$		-	$		421.9
Accounts receivable, net			-			161.3			6.2			239.7			-			407.2
Prepaid expenses			-			51.2			15.4			41.9			-			108.5
Income tax receivable			0.1			15.8			0.5			16.1			-			32.5
Other current assets			-			2.1			0.4			16.1			-			18.6
Affiliate receivable			-			314.7			222.1			47.3			(584.1)			-
Deferred tax assets			-			18.9			2.8			16.5			(0.1)			38.1
Total current assets			0.1			653.5			247.4			710.0			(584.2)			1,026.8
Property and equipment, net			-			24.6			17.5			29.2			-			71.3
Intangible assets, net			-			682.0			13.2			392.5			-			1,087.7
Goodwill			-			2,240.6			62.7			1,836.5			-			4,139.8
Deferred tax assets			0.2			-			5.8			87.8			(6.0)			87.8
Other assets			-			7.0			10.5			19.1			-			36.6
Deferred financing fees, net			-			141.1			-			-			-			141.1
Affiliate receivable			-			1,049.0			11.0			119.0			(1,179.0)			-
Investment in subsidiaries			-			1,404.8			-			-			(1,404.8)			-
Total assets	$		0.3	$		6,202.6	$		368.1	$		3,194.1	$		(3,174.0)	$		6,591.1
LIABILITIES AND STOCKHOLDERS’
DEFICIT
Current liabilities:
Accounts payable	$		-	$		19.0	$		-	$		21.6	$		-	$		40.6
Income taxes payable			-			0.3			-			28.4			-			28.7
Accrued expenses			-			150.2			30.0			186.2			-			366.4
Deferred tax liabilities			0.1			-			-			4.3			(0.1)			4.3
Deferred revenue			-			552.2			13.6			361.9			-			927.7
Affiliate payable			29.4			258.1			193.2			103.4			(584.1)			-
Current portion of long-term obligations			-			91.2			-			-			-			91.2
Total current liabilities			29.5			1,071.0			236.8			705.8			(584.2)			1,458.9
Long-term debt			-			5,232.9			-			-			-			5,232.9
Deferred tax liabilities			-			186.1			-			50.9			(6.0)			231.0
Affiliate payable			58.3			119.8			0.4			1,000.5			(1,179.0)			-
Other long-term liabilities			-			69.2			11.5			151.5			-			232.2
Losses in excess of investment in subsidiaries			476.4			-			-			-			(476.4)			-
Total liabilities			564.2			6,679.0			248.7			1,908.7			(2,245.6)			7,155.0
Total stockholders’ equity (deficit)			(563.9)			(476.4)			119.4			1,285.4			(928.4)			(563.9)
Total liabilities and stockholders’ deficit	$		0.3	$		6,202.6	$		368.1	$		3,194.1	$		(3,174.0)	$		6,591.1

33

Condensed Consolidating Statements of Operations

		Three Months Ended February 28, 2014
(in millions)		Infor, Inc.     (Parent)			Infor (US), Inc.  (Subsidiary Issuer)			Guarantor     Subsidiaries			Non-Guarantor   Subsidiaries			Eliminations			Total     Consolidated
Revenues:
Software license fees and subscriptions	$		-	$		74.2	$		2.3	$		53.2	$		-	$		129.7
Product updates and support fees			-			199.9			7.0			155.5			-			362.4
Software revenues			-			274.1			9.3			208.7			-			492.1
Consulting services and other fees			-			67.9			3.7			109.0			-			180.6
Total revenues			-			342.0			13.0			317.7			-			672.7
Operating expenses:
Cost of software license fees and subscriptions			-			15.8			2.0			8.6			0.2			26.6
Cost of product updates and support fees			-			32.9			0.8			32.2			1.3			67.2
Cost of consulting services and other fees			-			52.6			3.5			86.3			2.2			144.6
Sales and marketing			-			54.7			6.6			51.6			1.4			114.3
Research and development			-			51.6			2.2			44.1			2.7			100.6
General and administrative			-			4.8			29.0			21.2			(7.8)			47.2
Amortization of intangible assets and depreciation			-			38.5			3.3			25.5			-			67.3
Restructuring costs			-			1.4			-			1.9			-			3.3
Acquisition-related and other costs			-			11.0			0.1			-			-			11.1
Affiliate (income) expense, net			-			40.2			(38.8)			(1.4)			-			-
Total operating expenses			-			303.5			8.7			270.0			-			582.2
Income from operations			-			38.5			4.3			47.7			-			90.5
Other expense, net:
Interest expense, net			-			91.6			-			0.2			-			91.8
Affiliate interest (income) expense, net			-			(12.8)			-			12.8			-			-
Loss on extinguishment of debt			-			4.5			-			-			-			4.5
Other (income) expense, net			-			5.6			0.5			(7.8)			-			(1.7)
Total other expense, net			-			88.9			0.5			5.2			-			94.6
Income (loss) before income tax			-			(50.4)			3.8			42.5			-			(4.1)
Income tax provision (benefit)			0.2			9.7			0.4			(15.7)			-			(5.4)
Equity in (earnings) loss of subsidiaries			(1.5)			(61.6)			-			-			63.1			-
Net income (loss)	$		1.3	$		1.5	$		3.4	$		58.2	$		(63.1)	$		1.3

34

		Three Months Ended February 28, 2013
(in millions)		Infor, Inc.    (Parent)			Infor (US), Inc.  (Subsidiary Issuer)			Guarantor   Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Total   Consolidated
Revenues:
Software license fees and subscriptions	$		-	$		61.3	$		2.5	$		57.4	$		-	$		121.2
Product updates and support fees			-			195.8			6.7			154.4			-			356.9
Software revenues			-			257.1			9.2			211.8			-			478.1
Consulting services and other fees			-			70.2			2.7			112.4			-			185.3
Total revenues			-			327.3			11.9			324.2			-			663.4
Operating expenses:
Cost of software license fees and subscriptions			-			9.0			1.9			8.5			0.1			19.5
Cost of product updates and support fees			-			31.0			0.6			32.4			1.2			65.2
Cost of consulting services and other fees			-			53.4			2.7			90.3			2.2			148.6
Sales and marketing			-			49.6			9.9			53.2			1.5			114.2
Research and development			-			43.8			1.6			41.6			2.2			89.2
General and administrative			-			5.9			26.5			24.2			(7.2)			49.4
Amortization of intangible assets and depreciation			-			37.7			4.1			25.9			-			67.7
Restructuring costs			-			0.9			-			(3.0)			-			(2.1)
Acquisition-related and other costs			-			0.3			0.4			0.6			-			1.3
Affiliate (income) expense, net			-			43.2			(37.9)			(5.3)			-			-
Total operating expenses			-			274.8			9.8			268.4			-			553.0
Income (loss) from operations			-			52.5			2.1			55.8			-			110.4
Other expense, net:
Interest expense, net			-			103.4			-			0.1			-			103.5
Affiliate interest (income) expense, net			-			(14.6)			(0.1)			14.7			-			-
Loss on extinguishment of debt			-			-			-			-			-			-
Other (income) expense, net			-			(2.5)			(0.1)			92.1			-			89.5
Total other expense, net			-			86.3			(0.2)			106.9			-			193.0
Income (loss) before income tax			-			(33.8)			2.3			(51.1)			-			(82.6)
Income tax provision (benefit)			1.7			(23.6)			2.8			9.3			-			(9.8)
Equity in (earnings) loss of subsidiaries			71.1			60.9			-			-			(132.0)			-
Net income (loss)	$		(72.8)	$		(71.1)	$		(0.5)	$		(60.4)	$		132.0	$		(72.8)

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		Nine Months Ended February 28, 2014
(in millions)		Infor, Inc.    (Parent)			Infor (US), Inc.  (Subsidiary Issuer)			Guarantor   Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Total   Consolidated
Revenues:
Software license fees and subscriptions	$		-	$		207.9	$		5.2	$		156.3	$		-	$		369.4
Product updates and support fees			-			605.7			21.2			467.9			-			1,094.8
Software revenues			-			813.6			26.4			624.2			-			1,464.2
Consulting services and other fees			-			211.9			10.9			334.5			-			557.3
Total revenues			-			1,025.5			37.3			958.7			-			2,021.5
Operating expenses:
Cost of software license fees and subscriptions			-			38.7			5.0			24.4			0.5			68.6
Cost of product updates and support fees			-			93.8			2.5			93.5			3.8			193.6
Cost of consulting services and other fees			-			162.9			8.6			261.7			6.7			439.9
Sales and marketing			-			153.9			19.4			149.7			4.3			327.3
Research and development			-			144.0			7.3			126.8			8.0			286.1
General and administrative			-			8.9			83.6			64.6			(23.3)			133.8
Amortization of intangible assets and depreciation			-			112.4			9.6			73.8			-			195.8
Restructuring costs			-			1.5			0.2			7.2			-			8.9
Acquisition-related and other costs			-			22.1			0.1			(0.9)			-			21.3
Affiliate (income) expense, net			-			115.8			(115.2)			(0.6)			-			-
Total operating expenses			-			854.0			21.1			800.2			-			1,675.3
Income from operations			-			171.5			16.2			158.5			-			346.2
Other expense, net:
Interest expense, net			-			288.6			-			0.5			-			289.1
Affiliate interest (income) expense, net			-			(42.4)			(0.1)			42.5						-
Loss on extinguishment of debt			-			5.2			-			-			-			5.2
Other (income) expense, net			-			17.6			0.4			(64.1)			-			(46.1)
Total other expense, net			-			269.0			0.3			(21.1)			-			248.2
Income (loss) before income tax			-			(97.5)			15.9			179.6			-			98.0
Income tax provision (benefit)			0.1			(2.1)			3.0			9.6			-			10.6
Equity in loss (earnings) of subsidiaries			(87.5)			(182.9)			-			-			270.4			-
Net income (loss)	$		87.4	$		87.5	$		12.9	$		170.0	$		(270.4)	$		87.4

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		Nine Months Ended February 28, 2013
(in millions)		Infor, Inc.    (Parent)			Infor (US), Inc.  (Subsidiary Issuer)			Guarantor   Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Total   Consolidated
Revenues:
Software license fees and subscriptions	$		-	$		179.8	$		5.5	$		157.3	$		-	$		342.6
Product updates and support fees			-			591.4			21.2			464.4			-			1,077.0
Software revenues			-			771.2			26.7			621.7			-			1,419.6
Consulting services and other fees			-			212.3			8.7			337.1			-			558.1
Total revenues			-			983.5			35.4			958.8			-			1,977.7
Operating expenses:
Cost of software license fees and subscriptions			-			29.5			4.3			23.2			0.3			57.3
Cost of product updates and support fees			-			92.1			1.8			94.0			3.2			191.1
Cost of consulting services and other fees			-			162.3			7.8			262.6			6.0			438.7
Sales and marketing			-			147.3			18.4			157.1			4.0			326.8
Research and development			-			131.6			0.6			118.7			6.1			257.0
General and administrative			-			28.3			75.7			65.8			(19.6)			150.2
Amortization of intangible assets and depreciation			-			118.8			11.4			79.3			-			209.5
Restructuring costs			-			2.1			0.1			5.3			-			7.5
Acquisition-related and other costs			-			12.2			3.1			0.6			-			15.9
Affiliate (income) expense, net			-			117.4			(108.7)			(8.7)			-			-
Total operating expenses			-			841.6			14.5			797.9			-			1,654.0
Income from operations			-			141.9			20.9			160.9			-			323.7
Other expense, net:
Interest expense, net			-			314.9			0.1			0.1			-			315.1
Affiliate interest (income) expense, net			-			(53.9)			(0.1)			54.0			-			-
Loss on extinguishment of debt			-			1.8			-			-			-			1.8
Other (income) expense, net			-			8.0			0.3			102.0			-			110.3
Total other expense, net			-			270.8			0.3			156.1			-			427.2
Income (loss) before income tax			-			(128.9)			20.6			4.8			-			(103.5)
Income tax provision (benefit)			1.6			(27.2)			2.8			48.1			-			25.3
Equity in loss (earnings) of subsidiaries			127.2			25.5			-			-			(152.7)			-
Net income (loss)	$		(128.8)	$		(127.2)	$		17.8	$		(43.3)	$		152.7	$		(128.8)

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Condensed Consolidating Statements of Comprehensive Income (Loss)

		Three Months Ended February 28, 2014
(in millions)		Infor, Inc.  (Parent)			Infor (US), Inc. (Subsidiary Issuer)			Guarantor   Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Total Consolidated
Net income (loss)	$		1.3	$		1.5	$		3.4	$		58.2	$		(63.1)	$		1.3
Other comprehensive income (loss):
Unrealized gain (loss) on foreign currency translation, net of tax			-			-			-			2.1			-			2.1
Defined benefit plan funding status, net of tax			-			-			-			(0.1)			-			(0.1)
Unrealized gain (loss) on derivative instruments, net of tax			-			0.1			-			-			-			0.1
Total other comprehensive income (loss)			-			0.1			-			2.0			-			2.1
Comprehensive income (loss)	$		1.3	$		1.6	$		3.4	$		60.2	$		(63.1)	$		3.4
		Three Months Ended February 28, 2013
(in millions)		Infor, Inc.  (Parent)			Infor (US), Inc. (Subsidiary Issuer)			Guarantor   Subsidiaries			Non-Guarantor  Subsidiaries			Eliminations			Total Consolidated
Net income (loss)	$		(72.8)	$		(71.1)	$		(0.5)	$		(60.4)	$		132.0	$		(72.8)
Other comprehensive income (loss):
Unrealized gain (loss) on foreign currency translation, net of tax			-			-			-			61.7			-			61.7
Defined benefit plan funding status, net of tax			-			-			-			0.4			-			0.4
Unrealized gain (loss) on derivative instruments, net of tax			-			-			-			-			-			-
Total other comprehensive income (loss)			-			-			-			62.1			-			62.1
Comprehensive income (loss)	$		(72.8)	$		(71.1)	$		(0.5)	$		1.7	$		132.0	$		(10.7)
		Nine Months Ended February 28, 2014
(in millions)		Infor, Inc.  (Parent)			Infor (US), Inc. (Subsidiary Issuer)			Guarantor   Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Net income (loss)	$		87.4	$		87.5	$		12.9	$		170.0	$		(270.4)	$		87.4
Other comprehensive income (loss):
Unrealized gain (loss) on foreign currency translation, net of tax			-			-			-			(11.9)			-			(11.9)
Defined benefit plan funding status, net of tax			-			-			-			(0.5)			-			(0.5)
Unrealized gain (loss) on derivative instruments, net of tax			-			(8.8)			-			-			-			(8.8)
Total other comprehensive income (loss)			-			(8.8)			-			(12.4)			-			(21.2)
Comprehensive income (loss)	$		87.4	$		78.7	$		12.9	$		157.6	$		(270.4)	$		66.2

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		Nine Months Ended February 28, 2013
(in millions)		Infor, Inc.  (Parent)			Infor (US), Inc. (Subsidiary Issuer)			Guarantor   Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Net income (loss)	$		(128.8)	$		(127.2)	$		17.8	$		(43.3)	$		152.7	$		(128.8)
Other comprehensive income (loss):
Unrealized gain (loss) on foreign currency translation, net of tax			-			-			-			162.6			-			162.6
Defined benefit plan funding status, net of tax			-			-			-			(0.1)			-			(0.1)
Unrealized gain (loss) on derivative instruments, net of tax			-			-			-			-			-			-
Total other comprehensive income (loss)			-			-			-			162.5			-			162.5
Comprehensive income (loss)	$		(128.8)	$		(127.2)	$		17.8	$		119.2	$		152.7	$		33.7
Condensed Consolidating Statements of Cash Flows
		Nine Months Ended February 28, 2014
(in millions)		Infor, Inc. (Parent)			Infor (US), Inc. (Subsidiary Issuer)			Guarantor   Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Net cash provided by (used in) operating activities	$		-	$		71.3	$		(3.8)	$		162.7	$		-	$		230.2
Cash flows from investing activities:
Acquisitions, net of cash acquired			-			(198.0)			-			(0.3)			-			(198.3)
Change in restricted cash			-			(18.2)			-			(2.4)			-			(20.6)
Purchases of property, equipment and software			-			(14.0)			(5.8)			(7.3)			-			(27.1)
Net cash used in investing activities			-			(230.2)			(5.8)			(10.0)			-			(246.0)
Cash flows from financing activities:
Loans to stockholders			-			(4.4)			-			-			-			(4.4)
Payments on capital lease obligations			-			(0.3)			-			(1.4)			-			(1.7)
Proceeds from issuance of debt			-			3,487.7			-			-			-			3,487.7
Payments on long-term debt			-			(3,448.8)			-			-			-			(3,448.8)
(Payments) proceeds from affiliate within group			-			141.9			9.6			(151.5)			-			-
Deferred financing fees			-			(37.5)			-			-			-			(37.5)
Other			-			-			-			(0.8)			-			(0.8)
Net cash provided by (used in) financing activities			-			138.6			9.6			(153.7)			-			(5.5)
Effect of exchange rate changes on cash and cash equivalents			-			-			-			9.4			-			9.4
Net increase (decrease) in cash and cash equivalents			-			(20.3)			-			8.4			-			(11.9)
Cash and cash equivalents at the beginning of the period			-			89.5			-			332.4			-			421.9
Cash and cash equivalents at the end of the period	$		-	$		69.2	$		-	$		340.8	$		-	$		410.0

39

		Nine Months Ended February 28, 2013
		Infor, Inc.			Infor (US), Inc.			Guarantor			Non-Guarantor						Total
(in millions)		(Parent)			(Subsidiary Issuer)			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$		-	$		(91.7)	$		16.0	$		208.9	$		-	$		133.2
Cash flows from investing activities:
Acquisitions, net of cash acquired			-			-			-			(55.0)			-			(55.0)
Change in restricted cash			-			-			-			3.0			-			3.0
Purchases of property, equipment and software			-			(12.1)			(12.1)			(3.8)			-			(28.0)
Net cash used in investing activities			-			(12.1)			(12.1)			(55.8)			-			(80.0)
Cash flows from financing activities:
Loans to stockholders			-			(5.1)			-			-			-			(5.1)
Payments on capital lease obligations			-			-			(0.3)			(0.8)			-			(1.1)
Proceeds from issuance of debt			-			2,778.9			-			-			-			2,778.9
Payments on long-term debt			-			(2,824.4)			-			-			-			(2,824.4)
(Payments) proceeds from affiliate within group			-			120.4			(3.5)			(116.9)			-			-
Deferred financing fees			-			(27.6)			-			-			-			(27.6)
Other			-			-			(0.1)			(0.5)			-			(0.6)
Net cash provided by (used in) financing activities			-			42.2			(3.9)			(118.2)			-			(79.9)
Effect of exchange rate changes on cash and cash equivalents			-			-			-			5.2			-			5.2
Net increase (decrease) in cash and cash equivalents			-			(61.6)			-			40.1			-			(21.5)
Cash and cash equivalents at the beginning of the period			-			164.4			-			220.0			-			384.4
Cash and cash equivalents at the end of the period	$		-	$		102.8	$		-	$		260.1	$		-	$		362.9

19. Subsequent Event

Issuance of Notes

On April 8, 2014, Infor Software Parent, LLC (HoldCo), an indirect holding company for Infor, and its direct subsidiary Infor Software Parent, Inc., issued $750.0 million in aggregate principal amount of their 7.125%/7.875% Senior Contingent Cash Pay Notes (the HoldCo Notes) with net proceeds, after expenses, of approximately $737.8 million. The HoldCo Notes mature on May 1, 2021, and bear interest at the applicable rates per annum that is payable semi-annually in arrears, on May 1, and November 1, each year, beginning on November 1, 2014.

Interest is payable entirely in cash, unless certain conditions are satisfied, in which case interest on the HoldCo Notes may be paid by increasing the principal amount of the HoldCo Notes or by issuing new notes, such increase or new notes being referred to herein as PIK interest. Interest on the HoldCo Notes may be paid with cash, PIK interest, or through a combination of cash and PIK interest. Interest on the notes, if paid in cash, will accrue at the rate of 7.125% per annum. PIK interest on the notes will accrue at the rate of 7.875% per annum. While not contractually required to do so, we may from time-to-time voluntarily service interest payments related to the HoldCo Notes. Any payment of interest that we may pay will be funded primarily through affiliate loans to HoldCo.

The HoldCo Notes are HoldCo’s general unsecured senior obligations and are guaranteed only by HoldCo’s direct subsidiary, Lux Bond Co, and are not guaranteed by any of HoldCo’s other subsidiaries including Infor. The HoldCo Notes rank equally in right of payment with any future unsecured indebtedness of HoldCo, will be effectively subordinated to any future secured indebtedness of HoldCo to the extent of the value of the collateral securing such indebtedness, and will be structurally subordinated to all of the existing and future indebtedness and other liabilities of HoldCo’s subsidiaries, including Infor’s borrowings under its senior secured credit facilities and Infor’s existing notes. See Note 11,Debt.

Proceeds from the sale of the HoldCo Notes was used to repay the outstanding balance of the Lux PIK Term Loan of $166.8 million, to make a $565.5 distribution to HoldCo equityholders, to pay a call premium and accrued interest related to the Lux PIK Term Loan, and to pay related transaction fees and expenses.

40

Under applicable guidance from the SEC (SAB Topic 5-J), a parent’s debt, related interest expense and allocable deferred financing fees are to be included in a subsidiary’s financial statements under certain circumstances. We have considered these circumstances and determined that Infor does not meet any of the applicable criteria related to the HoldCo Notes and accordingly we will not reflect the HoldCo Notes in our consolidated financial statements in future periods.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and result of operations for the fiscal period ended February 28, 2014, should be read in conjunction with the audited financial statements of Infor, Inc. for our fiscal year ended May 31, 2013, which are included in the Annual Report on Form 10-K that we filed with the SEC on August 2, 2013, and related notes thereto.

Hereafter, any reference toInfor, we,our,us orthe Company refers toInfor, Inc. and its consolidated subsidiaries.

Management Overview

General

Infor is a global provider of enterprise business applications software and services focused primarily on medium and large enterprises. We develop, market, distribute and service enterprise software applications that help organizations manage their businesses. We deliver integrated enterprise business solutions including customer relationship management (CRM), enterprise asset management (EAM), enterprise resource planning (ERP), financial management, human capital management (HCM), performance management, product lifecycle management, property management systems, central reservations systems, supplier relationship management and supply chain management (SCM), including business-specific inventory management, transportation logistics, manufacturing and warehouse management software. Infor also offers software license updates and product support as well as other services including consulting, advanced product services, hosting and education.

We offer a broad range of software applications and industry-specific solutions that we believe help our customers improve their business processes and reduce costs, resulting in better business or operational performance. Our solutions help automate and integrate critical business processes which enable our customers to better manage their suppliers, partners, customers and employees.

We specialize in and target specific industries (or verticals), and have industry-specific business units that leverage our industry-oriented products and teams. We provide industry-specific enterprise software products to companies in the manufacturing, distribution, healthcare, public sector, automotive, service industries, equipment services, management and rental (ESM&R), consumer products & retail and hospitality industries. Our industry-specific approach distinguishes us from larger competing enterprise software vendors, whose primary focus is on less specialized software programs that take more time and cost to tailor to our target customers’ specific needs. Augmenting our vertical-specific applications, we have leading horizontal software applications, including our CRM, EAM, HCM, SCM and financial application suites, which, through our proprietary light-weight middleware solution ION^®, are integrated with our enterprise software applications and sold across verticals.

We generate revenue primarily by licensing software, providing product updates and support and providing consulting services to our customers. We operate in three segments:License, MaintenanceandConsulting. We market and sell our software and services primarily through a direct sales force, which is augmented by systems integrators and resellers. In addition to providing software products, we generate substantial recurring revenue by providing on-going software support services to our customers through our maintenance and support programs. The product updates and support we provide are valued by our customers as evidenced by our high annual maintenance retention rates. We also help our customers implement and use our applications effectively through our consulting services offerings, including training, implementation and consulting services.

We serve customers across three geographic regions—the Americas, EMEA and APAC. We have approximately 12,950 employees worldwide and have offices in 40 countries. We have established a worldwide infrastructure for distribution, development and support of our enterprise software. This worldwide coverage provides us with both economies of scale and the ability to leverage our geographical expertise to effectively enter new markets and segments. In the first nine months of fiscal 2014, our Americas, EMEA and APAC regions generated approximately 57.0%, 34.4% and 8.6% of our revenues, respectively. Though we have a considerable presence outside of the U.S. today, we continue to believe we have significant opportunities to expand internationally and capture market share, especially in the EMEA and APAC regions.

Third Quarter Fiscal 2014 Overview

In the third quarter of fiscal 2014, we had positive revenue growth primarily due to strong license activity and increased SaaS revenues in our Americas region as well as increased product update and support fees in the Americas and EMEA. These increases offset a decrease in license and consulting activity in our EMEA region during the quarter. Our SaaS subscription revenues were up on an organic basis and also benefitted from the inclusion of our recent acquisitions in the current quarter. Our total operating expenses increased in the quarter compared to last year primarily due to higher costs of license related to increased third-party license costs and higher SAAS costs in-line with higher revenues, continued investments in our research and development capacity, and costs incurred related to the refinancing of our Term B-2 Term Loan. As a result of the increase in our operating expenses more than

42

offsetting the positive revenue growth, income from operations in the third quarter decreased $19.9 million, or 18.0%, when compared to the same period in fiscal 2013. Our operating margin decreased to 13.5% in the current quarter compared to 16.6% last year.

Acquisitions

An active acquisition program is an important element of our corporate strategy. We have invested billions of dollars to acquire a number of complementary companies, products, services and technologies. We believe our acquisition program strengthens our competitive position, enhances the products and services that we can offer to customers, expands our customer base, provides greater scale to accelerate innovation, grows our revenues and earnings, and increases our overall value. We expect to continue to acquire companies, products, services and technologies in furtherance of our corporate strategy. See Note 3,Acquisitions, for additional information related to our recent acquisitions.

We believe we can fund future acquisitions with our internally available cash, cash equivalents and marketable securities, cash generated from operations or additional borrowings. We estimate the financial impact of any potential acquisition with regard to earnings, operating margin, cash flow and return on invested capital targets before deciding to move forward with an acquisition.

Fiscal 2014 Acquisitions

On January 7, 2014, we acquired PeopleAnswers, a privately held company based in Dallas, Texas, for approximately $200.0 million. PeopleAnswers is a provider of predictive talent analytics which will complement and further expand our Infor HCM suite. Operating results of PeopleAnswers have been included in our results of operations as of the acquisition date. This acquisition was not material to our results of operations in fiscal 2014.

Fiscal 2013 Acquisitions

During fiscal 2013, we completed five acquisitions for an aggregate purchase price of $119.7 million, net of cash acquired. Operating results of these entities have been included in our results of operations since the applicable acquisition dates. These acquisitions were not significant, either individually or in the aggregate.

Financing Activities

On September 27, 2012, we entered into the First Amendment to our Credit Agreement pursuant to which we refinanced the outstanding principal balance of our Tranche B Term Loan of $2,763.0 million with a new $2,793.1 million Tranche B-2 Term Loan and reduced the applicable interest rate margin by 1.0%. Proceeds from the Tranche B-2 Term Loan were used to refinance the outstanding principal of our Tranche B Term Loan, together with accrued and unpaid interest and applicable fees, including a prepayment premium of 1.0% of the principal amount thereof, in accordance with the terms of the Credit Agreement.

On June 3, 2013, we entered into the Second Amendment to our Credit Agreement pursuant to which we refinanced the outstanding balance of our Tranche B-1 Term Loan and our Euro Term Loan with a new $483.0 million Tranche B-3 Term Loan and a new €350.0 million Euro Tranche B Term Loan. Pursuant to the Second Amendment we reduced the applicable interest rate margins and base interest rate floors and extended the maturity dates related to the refinanced term loans. Under this amendment, the Credit Agreement was also amended to, among other things, limit the applicability of the financial maintenance covenant (maximum total leverage ratio) to the Revolver and only for those fiscal quarters in which we have significant borrowings under our Revolver outstanding as of the last day of such quarter. Proceeds from the Tranche B-3 Term Loan and Euro Tranche B Term Loan were used to refinance the outstanding principal of our Tranche B-1 Term Loan and our Euro Term Loan, together with accrued and unpaid interest and applicable fees. In addition, $250.0 million of the proceeds were used to repay a portion of the outstanding balance of our Tranche B-2 Term Loan.

On October 9, 2013, we entered into the Third Amendment to the Credit Agreement (as amended) to make a technical change clarifying certain defined terms added pursuant to the Second Amendment.

On January 2, 2014, we entered into the Fourth Amendment to our Credit Agreement pursuant to which we refinanced all of the outstanding balance of our Tranche B-2 Term Loan with a new $2,550.0 million Tranche B-5 Term Loan. Under the Fourth Amendment we reduced the applicable interest rate margins and base interest rate floors related to the refinanced term loan and extended the maturity date related to the Tranche B-5 Term Loan. Proceeds from the Tranche B-5 Term Loan were used to refinance the outstanding principal of our Tranche B-2 Term Loan, together with accrued and unpaid interest and applicable fees.

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Most recently, on January 31, 2014, we entered into the Fifth Amendment to our Credit Agreement pursuant to which we reduced the interest rate margins applicable to borrowings made in respect of our $150.0 million Revolving Credit Facility.

See,Liquidity and Capital Resources – Long-Term Debt, below for further discussion of these financing activities. 

Non-GAAP Financial Measures

Our results of operations in this Management’s Discussion and Analysis are presented in accordance with GAAP. In addition to reporting our financial results in accordance with GAAP, we present certain non-GAAP financial measures as well. Presentation of these non-GAAP measures allows users to review our results of operations from the same perspective as management and our Board of Directors. These non-GAAP measures include non-GAAP revenues, non-GAAP income from operations and non-GAAP operating margin. See,Non-GAAP Financial Measure Reconciliations, below for additional information regarding our use of these non-GAAP financial measures and reconciliations to the corresponding GAAP measures.

Foreign Currency

A significant portion of our business is conducted in currencies other than the U.S. Dollar, particularly the Euro and British Pound. Our revenues and operating expenses are affected by fluctuations in applicable foreign currency exchange rates. Downward fluctuations in the value of the U.S. Dollar compared to a foreign currency generally have the effect of increasing our revenues but also increasing our operating expenses denominated in currencies other than the U.S. Dollar. Similarly, strengthening in the U.S. Dollar compared to foreign currency exchange rates generally has the effect of reducing our revenues but also reducing our operating expenses denominated in currencies other than the U.S. Dollar. In addition, we have certain intercompany transfer pricing transactions, intercompany loans and other intercompany transactions that are not considered permanent in nature. Fluctuations in applicable foreign currency exchange rates on these intercompany balances may impact our results of operations.

For the third quarter of fiscal 2014, the average exchange rates for the U.S. Dollar against the Euro and British Pound weakened by approximately 3.0% and 3.7%, respectively, as compared to the average exchange rates for the third quarter of fiscal 2013. For the nine months ended February 28, 2014, the average exchange rates for the U.S. Dollar against the Euro and British Pound weakened by approximately 4.6% and 0.6%, respectively, as compared to the average exchange rates for the similar period of fiscal 2013.

Our international operations have provided and will continue to provide a significant portion of our total revenues and expenses. As a result, total revenues and expenses will continue to be affected by changes in the U.S. Dollar against major international currencies. In order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we compare the percent change in the results from one period to another period using constant currency disclosure. To present this information, the most current period results for our entities reporting in currencies other than the U.S. Dollar are converted into U.S. Dollars at constant exchange rates (i.e. the average rates in effect in the prior comparable period) rather than the actual exchange rates in effect during the respective periods. In each of the tables below, we present the percent change based on actual results in reported currency and in constant currency.

The following tables summarize the period-over-period change, both in U.S. Dollars and percentages, in revenues and costs and expenses, isolating the fluctuations in exchange rates from changes in activity and pricing on a constant currency basis for the periods presented:

(in millions, except percentages)		Change Due			Change in					Change Due			Change in
Three Months Ended February 28,		to Currency			Constant					to Currency			Constant
2014 vs. 2013		Fluctuations			Currency			Total Change		Fluctuations			Currency			Total Change
Revenues:
Software license fees and subscriptions	$		(0.4)	$		8.9	$		8.5		(0.3)	%		7.3	%		7.0	%
Product updates and support fees			(1.3)			6.8			5.5		(0.4)			1.9			1.5
Software revenues			(1.7)			15.7			14.0		(0.4)			3.3			2.9
Consulting services and other fees			(0.9)			(3.8)			(4.7)		(0.4)			(2.1)			(2.5)
Total revenues	$		(2.6)	$		11.9	$		9.3		(0.4)	%		1.8	%		1.4	%
Total operating expenses	$		(3.5)	$		32.7	$		29.2		(0.6)	%		5.9	%		5.3	%

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(in millions, except percentages)		Change Due			Change in					Change Due			Change in
Nine Months Ended February 28,		to Currency			Constant					to Currency			Constant
2014 vs. 2013		Fluctuations			Currency			Total Change		Fluctuations			Currency			Total Change
Revenues:
Software license fees and subscriptions	$		(0.2)	$		27.0	$		26.8		(0.1)	%		7.9	%		7.8	%
Product updates and support fees			(0.3)			18.1			17.8		(0.0)			1.7			1.7
Software revenues			(0.5)			45.1			44.6		(0.1)			3.2			3.1
Consulting services and other fees			0.8			(1.6)			(0.8)		0.2			(0.3)			(0.1)
Total revenues	$		0.3	$		43.5	$		43.8		0.0	%		2.2	%		2.2	%
Total operating expenses	$		(1.4)	$		22.7	$		21.3		(0.1)	%		1.4	%		1.3	%

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in conformity with GAAP which requires us to make certain estimates, judgments and assumptions. We believe that these estimates, judgments and assumptions are reasonable based upon information available to us at the time that they are made. These estimates, judgments and assumptions can affect the reported amounts of our assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected.

Our critical accounting policies are described in detail in our Management’s Discussion and Analysis of Financial Condition and Results of Operations, as provided in our Annual Report on Form 10-K that we filed with the SEC on August 2, 2013. These policies reflect those areas that require more significant judgments, and use of estimates and assumptions in the preparation of our financial statements and include the following:

— Revenue Recognition;

— Business Combinations;

— Restructuring;

— Valuation of Accounts Receivable;

— Valuation of Goodwill and Intangible Assets;

— Income Taxes and Valuation of Deferred Tax Assets;

— Contingencies – Litigation Reserves; and

— Equity-Based Compensation

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result. Our senior management has reviewed our critical accounting policies and related disclosures with the Audit Committee of our Board of Directors.

There have been no material changes to our critical accounting policies and estimates during the first nine months of fiscal 2014.

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Results of Operations

The following tables set forth certain line items in our unaudited Condensed Consolidated Statements of Operations as the amounts reported in conformity with GAAP, the period-over-period actual percentage change (Actual) and the period-over-period constant currency percentage change (Constant Currency), for the periods indicated:

		Three Months Ended     February 28,					Quarterly Change Fiscal 2014 vs. 2013							Nine Months Ended     February 28,					Year-to-Date Change Fiscal 2014 vs. 2013
(in millions, except percentages)		2014			2013		Actual			Constant Currency				2014			2013		Actual			Constant Currency
Revenues:
Software license fees and subscriptions	$		129.7	$		121.2		7.0	%		7.3	%	$		369.4	$		342.6		7.8	%		7.9	%
Product updates and support fees			362.4			356.9		1.5			1.9				1,094.8			1,077.0		1.7			1.7
Software revenues			492.1			478.1		2.9			3.3				1,464.2			1,419.6		3.1			3.2
Consulting services and other fees			180.6			185.3		(2.5)			(2.1)				557.3			558.1		(0.1)			(0.3)
Total revenues			672.7			663.4		1.4			1.8				2,021.5			1,977.7		2.2			2.2
Operating expenses:
Cost of software license fees and subscriptions			26.6			19.5		36.4			36.9				68.6			57.3		19.7			19.9
Cost of product updates and support fees			67.2			65.2		3.1			3.8				193.6			191.1		1.3			1.6
Cost of consulting services and other fees			144.6			148.6		(2.7)			(2.2)				439.9			438.7		0.3			0.2
Sales and marketing			114.3			114.2		0.1			1.0				327.3			326.8		0.2			0.7
Research and development			100.6			89.2		12.8			13.2				286.1			257.0		11.3			11.1
General and administrative			47.2			49.4		(4.5)			(3.0)				133.8			150.2		(10.9)			(10.4)
Amortization of intangible assets and depreciation			67.3			67.7		(0.6)			(0.6)				195.8			209.5		(6.5)			(6.8)
Restructuring costs			3.3			(2.1)		NM			NM				8.9			7.5		18.7			16.0
Acquisition-related and other costs			11.1			1.3		NM			NM				21.3			15.9		34.0			32.7
Total operating expenses			582.2			553.0		5.3			5.9				1,675.3			1,654.0		1.3			1.4
Income from operations			90.5			110.4		(18.0)			(18.8)				346.2			323.7		7.0			6.4
Interest expense, net			91.8			103.5		(11.3)			(11.3)				289.1			315.1		(8.3)			(8.3)
Loss on extinguishment of debt			4.5			-		NM			NM				5.2			1.8		188.9			188.9
Other (income) expense, net			(1.7)			89.5		NM			NM				(46.1)			110.3		NM			NM
Income (loss) before income tax			(4.1)			(82.6)		(95.0)			(92.9)				98.0			(103.5)		NM			NM
Income tax provision (benefit)			(5.4)			(9.8)		(44.9)			(44.9)				10.6			25.3		(58.1)			(58.1)
Net income (loss)	$		1.3	$		(72.8)		NM	%		NM	%	$		87.4	$		(128.8)		NM	%		NM	%

*NM — Percentage not meaningful

The discussion that follows relating to our results of operations for the comparable three and nine-month periods ended February 28, 2014 and 2013, should be read in conjunction with the accompanying unaudited Condensed Consolidated Financial Statements and related Notes and with the information presented in the above table. This analysis addresses the actual changes in our results of operations for the comparable fiscal periods as presented in accordance with GAAP as well as changes excluding the impact of foreign currency fluctuations, as reflected in the constant currency percentages in the above table and the tables that follow. See theForeign Currency discussion, above, for further explanation of the impact on our results of operations.

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Revenues

		Three Months Ended February 28,				Quarterly Change Fiscal 2014 vs. 2013							Nine Months Ended February 28,					Year-to-Date Change Fiscal 2014 vs. 2013
(in millions, except percentages)		2014		2013		Actual			Constant Currency				2014			2013		Actual			Constant Currency
Revenues:
Software license fees and subscriptions	$	129.7	$		121.2		7.0	%		7.3	%	$		369.4	$		342.6		7.8	%		7.9	%
Product updates and support fees		362.4			356.9		1.5			1.9				1,094.8			1,077.0		1.7			1.7
Software revenues		492.1			478.1		2.9			3.3				1,464.2			1,419.6		3.1			3.2
Consulting services and other fees		180.6			185.3		(2.5)			(2.1)				557.3			558.1		(0.1)			(0.3)
Total revenues	$	672.7	$		663.4		1.4	%		1.8	%	$		2,021.5	$		1,977.7		2.2	%		2.2	%

Total Revenues. We generate revenues from licensing software, providing product updates and support related to our licensed products and providing consulting services. We utilize written contracts as the means to establish the terms and conditions by which our products, product updates and support and consulting services are sold to our customers. As our product updates and support and consulting services are primarily attributable to our licensed products, growth in our product updates and support and consulting services is generally tied to the level of our license contracting activity.

We recognize revenues pursuant to specific and detailed guidelines applicable to the software industry. License fees revenues from end-users are generally recognized when the software product has been shipped and certain conditions are met. Revenues from customer product updates and support contracts are deferred and recognized ratably over the term of the agreements. Revenues from consulting services (including training and implementation services) are recognized as services are provided to customers. See Note 2,Summary of Significant Accounting Policies – Revenue Recognition, in our financial statements related to our fiscal year ended May 31, 2013, as provided in our Annual Report on Form 10-K that we filed with the SEC on August 2, 2013, for a more complete description of our revenue recognition policy.

Total revenues increased by 1.8% in the third quarter of fiscal 2014 compared to the similar period of fiscal 2013, excluding the unfavorable foreign currency impact of 0.4%. On a constant currency basis, the increase was due primarily to growth in our software license fees and subscriptions revenues, which were up 7.3%, as well as a 1.9% increase in our product updates and support fees. These increases were somewhat offset by a quarter-over-quarter decrease of 2.1% in our consulting services and other fees revenues. For the nine-month period ended February 28, 2014, total revenues increased by 2.2% compared to the nine-month period ended February 28, 2013, excluding an insignificant favorable foreign currency rate impact. On a constant currency basis, the increase was due to growth in our revenue software license fees and subscriptions, which were up 7.9%, and our product updates and support fees, which were up 1.7%. These increases were slightly offset by a 0.3% decrease in our consulting services and other fees revenues in the comparable year-to-date periods. Our fiscal 2013 and fiscal 2014 acquisitions were strong contributors to the growth in our fiscal 2014 software license fees and subscriptions revenues.

Software License Fees and Subscriptions. Our software license fees and subscriptions primarily consist of fees resulting from products licensed to customers on a perpetual basis. Product license fees result from a customer’s licensing of a given software product for the first time or with a customer’s licensing of additional users for previously licensed products. Software license fees and subscriptions also include revenues related to our SaaS offerings.

Fiscal 2014 third quarter software license fees and subscriptions revenues increased by 7.3% compared to the third quarter last year, excluding the unfavorable foreign currency rate impact of 0.3%. At constant currency, the increase was primarily due to higher volume of SaaS revenues and to a lesser extent increased license fees revenue. The increased SaaS revenues reflect the inclusion of the results of certain of our fiscal 2013 acquisitions in the current quarter and the results of PeopleAnswers since our acquisition in January 2014. During the third quarter of fiscal 2014 we had an increase in the number of licensing transactions as compared to the third quarter last year, and the average transaction price increased quarter-over-quarter, primarily related to transactions greater than $1.0 million.

In the nine-month period ended February 28, 2014, license fees and subscriptions revenues increased by 7.9%, compared to the nine-month period ended February 28, 2013, excluding the unfavorable foreign currency rate impact of 0.1%. At constant currency, the year-to-date increase was primarily due to higher volume of SaaS revenues, including the year-to-date results of our recent acquisitions in the current period, as well as increased license fees revenues. We had an increase in the number of licensing transactions and the average transaction price of deals over $500,000 the first nine months of fiscal 2014 compared to the similar period last year.

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Product Updates and Support Fees. Our product updates and support fees revenues represent the ratable recognition of fees to enroll and renew licensed products in our maintenance programs. These fees are typically charged annually and are based on the license fees initially paid by the customer. Product updates and support revenues can fluctuate based on the number and timing of new license contracts, renewal rates and price increases.

Product updates and support fees increased by 1.9%, excluding the unfavorable foreign currency impact of 0.4%, in the current quarter compared to the third quarter last year.

Product updates and support fees increased by 1.7%, excluding an insignificant unfavorable foreign currency impact, in the nine-month period ended February 28, 2014, compared to the nine-month period ended February 28, 2013.

At constant currency, the current quarter and year-to-date increases were primarily the result of revenues related to new maintenance pull-through from new license transactions and price increases offsetting customer attrition. We continue to experience maintenance retention rates of over 93%.

Consulting Services and Other Fees. Our consulting services and other fees revenues consist primarily of software-related services, including systems implementation and integration services, consulting, custom modification, hosting services, application managed services and education and training services for customers who have licensed our products. Consulting services and other fees revenues also includes revenues related to hardware systems products.

Consulting services and other fees decreased by 2.1%, excluding the unfavorable foreign currency impact of 0.4%, in the current quarter compared to the third quarter last year. At constant currency, the decrease was primarily due to lower consulting services revenues in our EMEA region as a result of lower volume.

Consulting services and other fees decreased by 0.3%, excluding the favorable foreign currency impact of 0.2%, in the nine-month period ended February 28, 2014, compared to the nine-month period ended February 28, 2013. At constant currency, year-to-date consulting services and other fees decreased primarily as a result of lower consulting services revenues in our EMEA region, which was partially offset by increased consulting services revenues in our APAC and Americas regions. In addition, the decrease was somewhat offset by the year-to-date contribution of revenues from our recent acquisitions in the current.

Deferred Revenue. Certain of our revenues are deferred when all conditions of revenue recognition have not been met. Deferred revenue represents revenue that is to be recognized in future periods when such conditions have been satisfied related to certain license agreements (including SaaS), maintenance contracts and certain consulting arrangements, as discussed above. We had total deferred revenues of $887.1 million at February 28, 2014, compared to $949.0 million at May 31, 2013.

The following table sets forth the components of deferred revenue:

(in millions)		February 28,       2014			May 31,         2013
Software license fees and subscriptions	$		46.2	$		40.0
Product updates and support fees			771.7			837.4
Consulting services and other fees			69.2			71.6
Total deferred revenue			887.1			949.0
Less: current portion			866.8			927.7
Deferred revenue - non-current	$		20.3	$		21.3

In general, changes in the balance of our deferred revenue are cyclical and primarily driven by the timing of our maintenance services renewal cycles. Our renewal dates primarily occur in the third and fourth quarters of our fiscal year with revenues being recognized ratably over the applicable service periods.

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Operating Expenses

		Three Months Ended February 28,					Quarterly Change Fiscal 2014 vs. 2013							Nine Months Ended February 28,					Year-to-Date Change Fiscal 2014 vs. 2013
(in millions, except percentages)		2014			2013		Actual			Constant Currency				2014			2013		Actual			Constant Currency
Operating expenses:
Cost of software license fees and subscriptions	$		26.6	$		19.5		36.4	%		36.9	%	$		68.6	$		57.3		19.7	%		19.9	%
Cost of product updates and support fees			67.2			65.2		3.1			3.8				193.6			191.1		1.3			1.6
Cost of consulting services and other fees			144.6			148.6		(2.7)			(2.2)				439.9			438.7		0.3			0.2
Sales and marketing			114.3			114.2		0.1			1.0				327.3			326.8		0.2			0.7
Research and development			100.6			89.2		12.8			13.2				286.1			257.0		11.3			11.1
General and administrative			47.2			49.4		(4.5)			(3.0)				133.8			150.2		(10.9)			(10.4)
Amortization of intangible assets and depreciation			67.3			67.7		(0.6)			(0.6)				195.8			209.5		(6.5)			(6.8)
Restructuring costs			3.3			(2.1)		NM			NM				8.9			7.5		18.7			16.0
Acquisition-related and other costs			11.1			1.3		NM			NM				21.3			15.9		34.0			32.7
Total operating expenses	$		582.2	$		553.0		5.3	%		5.9	%	$		1,675.3	$		1,654.0		1.3	%		1.4	%

*NM — Percentage not meaningful

Cost of Software License Fees and Subscriptions. Cost of software license fees and subscriptions includes royalties to third-parties, channel partner commissions and other software delivery expenses. Our software solutions may include embedded components of third-party vendors for which a fee is paid to the vendor upon the sale of our products. In addition, we resell third-party products in conjunction with the license of our software solutions, which also results in a fee. We also resell our software solutions through our third-party channel relationships which require us to pay applicable commissions to our channel partners. The cost of software license fees and subscriptions is generally higher, as a percentage of revenues, when we resell products of third-party vendors. As a result, software license fees and subscriptions gross margins will vary depending on the proportion of third-party product sales in our revenue mix. In addition, cost of software license fees and subscriptions reflects costs related to our SaaS offerings.

Cost of software license fees and subscriptions increased by 36.9%, excluding the favorable foreign currency impact of 0.5%, in the current quarter compared to the third quarter of fiscal 2013. At constant currency, this increase was primarily due to a 19.5 point increase related to higher third-party license costs and an 18.2 point increase related to higher SaaS costs. These higher costs were in-line with our increased software license fees and subscriptions revenues in the quarter.

Cost of license fees and subscriptions for the first nine months of fiscal 2014 increased by 19.9%, excluding the favorable foreign currency impact of 0.2%, compared to the first nine months of fiscal 2013. At constant currency, this increase was primarily due to a 13.0 point increase related to higher SaaS costs as well as higher third-party costs, which accounted for an increase of 7.7 points, again in-line with our higher revenues in the first nine months of fiscal 2014.

Cost of Product Updates and Support Fees. Cost of product updates and support fees includes salaries, employee benefits, related travel, third-party maintenance costs associated with embedded and non-embedded third-party products, related channel partner commissions, and the overhead costs of providing our customers product updates and support.

Cost of product updates and support fees increased by 3.8%, excluding the favorable foreign currency impact of 0.7%, in the current quarter compared to the corresponding prior period. At constant currency, this increase was primarily due to an increase in our channel partner commissions and third-party royalties and increased employee-related support costs due to higher headcount in our customer support organization in the quarter compared to the similar period last year.

For the first nine months of fiscal 2014, cost of product updates and support fees increased by 1.6%, excluding the favorable foreign currency impact of 0.3%, compared to the corresponding prior period. At constant currency, the year-to-date increase was primarily due to an increase in our channel partner commissions and third-party royalties and increased employee-related support costs in-line with higher headcount.

Cost of Consulting Services and Other Fees. Cost of consulting services and other fees includes salaries, employee benefits, third-party consulting costs, related travel, and the overhead costs of providing our customers systems implementation and integration services, consulting, custom modification, hardware education, hosting services, application managed services and education and training services. Cost of consulting services and other fees also includes costs associated with our hardware business.

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Cost of consulting services and other fees decreased by 2.2%, excluding the favorable foreign currency impact of 0.5%, in the current quarter compared to the corresponding prior period. At constant currency, this decrease was primarily due to a decrease in billable employee and contractor costs and other direct consulting costs in-line with lower revenues in the quarter.

For the first nine months of fiscal 2014, cost of consulting services and other fees increased by 0.2%, excluding the unfavorable foreign currency impact of 0.1%, compared to the corresponding prior period. At constant currency, the year-to-date increase was primarily due to an increase in billable employee and contractor costs. These increases were somewhat offset by a decrease in other direct costs of providing consulting services.

Sales and Marketing. Sales and marketing expenses consist primarily of salaries, commissions, employee benefits, travel, trade show activities, advertising and branding costs and overhead costs related to our sales and marketing personnel.

Sales and marketing expenses increased by 1.0%, excluding the favorable foreign currency impact of 0.9%, in the current quarter compared to the corresponding prior period. On a constant currency basis, sales and marketing expenses increased primarily as a result of higher marketing program costs quarter-over-quarter.

Sales and marketing expenses increased by 0.7%, excluding the favorable foreign currency impact of 0.5%, in the nine-month period ended February 28, 2014, compared to the nine-month period ended February 28, 2013. On a constant currency basis, year-to-date sales and marketing expenses increased primarily as a result of increased marketing program costs. These increases were somewhat offset by a decrease in net employee-related costs related to lower headcount. The decrease in employee-related sales costs included a decrease in salaries and travel costs which were somewhat offset by an increase in commission costs in-line with higher licensing activity in the current period.

Research and Development.Research and development expenses consist primarily of personnel-related expenditures.

Research and development expenses increased by 13.2%, excluding the favorable foreign currency impact of 0.4%, in the current quarter compared to the third quarter last year. On a constant currency basis, research and development expenses increased primarily as a result of higher employee-related costs due to a net increase of 272, or 7.8%, in our developer headcount in the third quarter of fiscal 2014 compared to the third quarter last year. During fiscal 2014, we have made significant investments in our development capacity as we continue to bring new products to market. In addition, overhead allocations increased based on the higher headcount.

Research and development expenses increased 11.1%, excluding the unfavorable foreign currency impact of by 0.2%, in the nine-month period ended February 28, 2014, compared to the nine-month period ended February 28, 2013. On a constant currency basis, research and development expenses increased primarily as a result of higher employee-related costs and increased overhead allocations due to higher headcount as well as an increase in professional fees.

General and Administrative. General and administrative expenses consist primarily of personnel-related expenditures for information technology, finance, legal and human resources support functions.

General and administrative expenses decreased by 3.0%, excluding the favorable foreign currency impact of 1.5%, in the current quarter compared to the corresponding quarter last year. On a constant currency basis, this decrease was primarily due to lower consulting and professional fees, excluding those fees included as part of acquisition-related and other costs below, lower premises and technology costs as well as lower bad debt expense. These decreases were somewhat offset by an increase in incentive compensation costs in the current quarter.

General and administrative expenses decreased by 10.4%, excluding the favorable foreign currency impact of 0.5% in the nine-month period ended February 28, 2014, compared to the nine-month period ended February 28, 2013. On a constant currency basis, this decrease was primarily due to a 4.6 point decrease related to a change in estimate of the accrual we had recorded related to certain patent litigation matters (See Note 14,Commitments and Contingencies- Litigation).We also had a 1.9 point decrease due to lower employee-related costs as a result of a net decrease in our administrative functions’ headcount over the first nine months of fiscal 2014 compared to the similar period last year, primarily due to our restructuring activities in fiscal 2013. In addition, we had lower premises, consulting and professional fees, and technology costs in the current year-to-date period compared to last year.

Amortization of Intangible Assets and Depreciation. Amortization of intangibles assets primarily relates to the on-going amortization of intangible assets acquired in acquisitions. Depreciation expense relates primarily to our computer equipment and purchased software, furniture and fixtures as well as amortization of leasehold improvements.

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Amortization of intangibles assets and depreciation decreased by 0.6%, excluding an insignificant foreign currency impact, in the current quarter compared to the third quarter last year. This decrease was primarily the result of certain acquisition-related intangible and other assets being fully amortized/depreciated in fiscal 2013 with no corresponding expense recorded in the third quarter of fiscal 2014. This decrease was somewhat offset by additional amortization expense related to intangible assets recorded as part of our recent acquisitions.

Amortization of intangible assets and depreciation decreased by 6.8% in the nine-month period ended February 28, 2014, compared with the nine-month period ended February 28, 2013, excluding the unfavorable impact of foreign currency of 0.3%. The year-to-date decrease resulted primarily from certain assets being fully amortized /depreciated in fiscal 2013 with no corresponding expense recorded in the first nine months of fiscal 2014. This decrease was somewhat offset by additional amortization expense related to intangible assets recorded as part of our recent acquisitions.

Restructuring.We have recorded restructuring charges related to our acquisitions and in the ordinary course of business to eliminate redundancies, improve our operational efficiency and reduce our operating costs. These cost reduction measures included workforce reductions relating to restructuring our workforce, the exiting of certain leased facilities and the consolidation of space in certain other facilities. These restructuring charges represent severance associated with redundant positions and costs related to redundant office locations. See Note 10,Restructuring Charges.

We recorded a restructuring charge of approximately $3.3 million and a restructuring credit of approximately $2.1 million in the third quarter of fiscal 2014 and in the third quarter last year, respectively, related to our various restructuring actions.

We incurred restructuring charges of $8.9 million in the nine-month period ended February 28, 2014, compared to $7.5 million in the nine-month period ended February 28, 2013.

The fiscal 2014 restructuring charges were primarily for employee severance costs related to actions taken in our professional services and sales organizations in our EMEA region.

The restructuring charges recorded in fiscal 2013, were primarily for employee severance costs related to actions taken in connection with the combination of certain of our operations.

Acquisition-Related and Other Costs. Acquisition-related and other costs include transaction and integration costs related to our acquisitions, primarily professional services fees and certain employee costs related to transitional and certain other employees. Acquisition-related and other costs also include certain costs incurred in financing our acquisitions, reorganizing our operations and other debt financing activities.

Third quarter fiscal 2014 acquisition-related and other costs of $11.1 million increased by approximately $9.8 million compared to $1.3 million in the third quarter last year.

For the nine months ended February 28, 2014, acquisition-related and other costs of $21.3 million increased by approximately $5.4 million compared to $15.9 million in the comparable nine months of fiscal 2013.

For the three and nine months ended February 28, 2014, acquisition-related and other costs related primarily to our refinancing activities in the applicable periods as well as costs incurred related to our acquisition of PeopleAnswers. For the comparable periods ended February 28, 2013, acquisition-related and other costs were primarily related to our fiscal 2013 refinancing activities, integration costs related to the combination of our operating entities, as well as costs related to our acquisitions during the year.

Non-Operating Income and Expenses 

		Three Months Ended February 28,					Quarterly Change Fiscal 2014 vs. 2013							Nine Months Ended February 28,					Year-to-Date Change Fiscal 2014 vs. 2013
(in millions, except percentages)		2014			2013		Actual			Constant Currency				2014			2013		Actual			Constant Currency
Interest expense, net	$		91.8	$		103.5		(11.3)	%		(11.3)	%	$		289.1	$		315.1		(8.3)	%		(8.3)	%
Loss on extinguishment of debt			4.5			-		NM			NM				5.2			1.8		188.9			188.9
Other (income) expense, net			(1.7)			89.5		NM			NM				(46.1)			110.3		NM			NM
Total non-operating expenses	$		94.6	$		193.0		(51.0)	%		(50.3)	%	$		248.2	$		427.2		(41.9)	%		(41.2)	%

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*NM — Percentage not meaningful

Interest Expense, Net.Interest expense, net consists of the interest expense related to our debt less the interest income on cash and marketable securities.

Interest expense, net decreased by $11.7 million, or 11.3% to $91.8 million in the current quarter compared to $103.5 million in the corresponding prior period. The decrease in interest expense was primarily due to the refinancing of our Tranche B Term Loan in the second quarter of fiscal 2013, our Tranche B-1 Term Loan and our Euro Term Loan in the first quarter of fiscal 2014, and most recently, the refinancing of our Tranche B-2 Term Loan in the third quarter of fiscal 2014, at favorable interest rates. SeeLiquidity and Capital Resources – Long-Term Debt, below. As a result of these refinancing transactions, our interest expense decreased by approximately $10.2 million quarter-over-quarter. Amortization of deferred financing fees also decreased quarter-over-quarter.

Interest expense, net decreased by $26.0 million, or 8.3% to $289.1 million in the nine-month period ended February 28, 2014, compared to $315.1 million in the nine-month period ended February 28, 2013. Year-to-date, the decrease was primarily due to our refinancing transactions at favorable interest rates, which resulted in a $28.3 million decrease in our interest expense. This decrease was somewhat offset by an increase in amortization of deferred financing fees and an increase in amortization of debt discounts.

Loss on Extinguishment of Debt. The $4.5 million and $5.2 million loss on extinguishment of debt recorded in the three and nine months ended February 28, 2014, respectively, related to the refinancing of certain portions of our long-term debt. These amounts represent the net book value of deferred financing fees written off and other costs incurred in connection with our refinancing transactions during the first and third quarters of fiscal 2014 for those lenders treated as an extinguishment rather than a modification of the related debt. The $1.8 million loss on extinguishment of debt recorded in the corresponding year-to-date period of fiscal 2013 represented the net book value of deferred financing fees written off and other costs incurred in connection with our refinancing transactions during the second quarter of fiscal 2013 for those lenders treated as an extinguishment rather than a modification of the related debt.

Other (Income) Expense, Net.Other (income) expense, net consists of the effects of foreign currency fluctuations, gain/loss on the sale of fixed assets, and other costs.

Other (income) expense, net was net income of $1.7 million in the current quarter compared to $89.5 million net expense in the corresponding prior period. The change in other (income) expense, net was primarily due to fluctuations in foreign currency exchange rates.

For the first nine months of fiscal 2014, other (income) expense, net was net income of $46.1 million compared to net expense of $110.3 million in the nine-month period ended February 28, 2013. This change in other (income) expense, net was primarily due to fluctuations in foreign currency exchange rates.

Income Tax Provision

		Three Months Ended   February 28,					Quarterly Change     Fiscal 2014 vs. 2013							Nine Months Ended   February 28,					Year-to-Date Change Fiscal 2014 vs. 2013
(in millions, except percentages)		2014			2013		Actual			Constant Currency				2014			2013		Actual			Constant Currency
Income tax provision (benefit)	$		(5.4)	$		(9.8)		(44.9)	%		(44.9)	%	$		10.6	$		25.3		(58.1)	%		(58.1)	%
Effective income tax rate			131.7 %			11.9 %									10.8%			(24.4)%

The effective tax rate for the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. Our effective tax rate may fluctuate as a result of changes in the forecasted annual income level and geographical mix of our operating earnings as well as a result of acquisitions, changes in liabilities recorded for unrecognized tax benefits, changes in the valuation allowances for deferred tax assets, tax settlements with U.S. and foreign tax authorities, and the impact from changes in enacted tax laws.

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Our provision for income taxes differs from the tax computed at the U.S. federal statutory rate primarily due to certain earnings considered as indefinitely reinvested in foreign operations, states taxes, and foreign earnings taxed at lower income tax rates than in the U.S.

The change in the third quarter tax rate compared to the prior year was primarily due to an increase in book income subject to taxation, a decrease in the amount of valuation allowance released, an increase in the amount of foreign income (Subpart F inclusions) subject to U.S. tax, and a change in estimate of the amount of foreign income (Subpart F inclusions) subject to U.S. tax in the 2013 U.S. federal income tax return. The change in the tax rate for the first nine months of fiscal 2014 compared to the prior year was driven by a decrease in the amount of foreign income (Subpart F inclusions) subject to U.S. tax, the elimination of the need to provide for a valuation allowance for certain foreign earnings, a reduction in the amount of unrecognized tax benefits, and a change in estimate of the amount of foreign income (Subpart F inclusions) subject to U.S. tax in the 2013 U.S. federal income tax return.

Non-GAAP Financial Measure Reconciliations

We believe our presentation of non-GAAP revenues, operating income and operating margin provides meaningful insight into our operating performance and an alternative perspective of our results of operations. We use these non-GAAP measures to assess our operating performance, to develop budgets, to serve as a measurement for incentive compensation awards and to manage expenditures. Presentation of these non-GAAP measures allows users to review our results of operations from the same perspective as management and our Board of Directors. We believe these non-GAAP financial measures provide users an enhanced understanding of our operations, facilitate analysis and comparisons of our current and past results of operations, facilitate comparisons of our operating results with those of our competitors and provide insight into the prospects of our future performance. We also believe that the non-GAAP measures are useful to users because they provide supplemental information that research analysts frequently use to analyze software companies including those that have recently made significant acquisitions. Additionally, certain non-GAAP disclosures are required and/or permitted by our lenders in our reporting to them.

The method we use to produce non-GAAP results is not in accordance with GAAP and may differ from the methods used by other companies. These non-GAAP results should not be regarded as a substitute for corresponding GAAP measures but instead should be utilized as a supplemental measure of operating performance in evaluating our business. Non-GAAP measures do have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. As such, these non-GAAP measures should be viewed in conjunction with both our financial statements prepared in accordance with GAAP and the reconciliation of the supplemental non-GAAP financial measures to the comparable GAAP results provided for each period presented below.

Non-GAAP Revenues

		Three Months Ended  February 28,					Quarterly Change Fiscal 2014 vs. 2013							Nine Months Ended  February 28,					Year-to-Date Change Fiscal 2014 vs. 2013
(in millions, except percentages)		2014			2013		Actual			Constant Currency				2014			2013		Actual			Constant Currency
GAAP revenues	$		672.7	$		663.4		1.4	%		1.8	%	$		2,021.5	$		1,977.7		2.2	%		2.2	%
Non-GAAP revenue adjustments:
Purchase accounting impact on software license fees and subscriptions			1.9			3.0									3.9			11.3
Purchase accounting impact on product updates and support fees			0.2			0.2									1.1			1.3
Purchase accounting impact on consulting services and other fees			0.4			1.0									1.6			3.9
Total non-GAAP revenue adjustments			2.5			4.2									6.6			16.5
Non-GAAP revenues	$		675.2	$		667.6		1.1	%		1.5	%	$		2,028.1	$		1,994.2		1.7	%		1.7	%

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Non-GAAP Income from Operations

		Three Months Ended February 28,					Quarterly Change Fiscal 2014 vs. 2013							Nine Months Ended February 28,					Year-to-Date Change Fiscal 2014 vs. 2013
(in millions, except percentages)		2014			2013		Actual			Constant Currency				2014			2013		Actual			Constant Currency
GAAP income from operations	$		90.5	$		110.4		(18.0	)%		(18.8	)%	$		346.2	$		323.7		7.0	%		6.4	%
GAAP operating margin			13.5%			16.6%									17.1%			16.4%
Non-GAAP revenue adjustments			2.5			4.2									6.6			16.5
Non-GAAP costs and operating expense adjustments:
Purchase accounting impact on deferred costs			-			(0.5)									(0.2)			(1.3)
Amortization			59.4			60.0									174.4			186.4
Equity-based compensation			4.1			5.9									9.9			8.7
Acquisition-related and other costs			11.1			1.3									21.3			15.9
Restructuring costs			3.3			(2.1)									8.9			7.5
Total non-GAAP costs and operating expense adjustments			77.9			64.6									214.3			217.2
Non-GAAP income from operations	$		170.9	$		179.2		(4.6	)%		(5.1	)%	$		567.1	$		557.4		1.7	%		1.3	%
Non-GAAP operating margin			25.3%			26.8%									28.0%			28.0%

The non-GAAP adjustments we make to our reported GAAP results are primarily related to purchase accounting and other acquisition matters, significant non-cash accounting charges and restructuring charges. Our primary non-GAAP reconciling items are as follows:

Purchase Accounting Impact on Revenue.Our non-GAAP financial results include pro forma adjustments to increase software license fees and subscriptions, product updates and support fees, and consulting services and other fees that we would have recognized if we had not adjusted acquired deferred revenues to their fair values as required by GAAP. Certain deferred revenue for software license fees and subscriptions, product updates and support fees, and consulting services and other fees on the acquired entity’s balance sheet, at the time of the acquisition, were eliminated from our GAAP results as part of the purchase accounting for the acquisition as they do not reflect the fair value of performance obligations to us. As a result, our GAAP results do not, in management’s view, reflect all of our software license fees and subscriptions, product updates and support fees, and consulting services and other fees. We believe the inclusion of the pro forma revenue adjustment provides users a helpful alternative view of our operations.

Amortization of Intangibles. We have excluded amortization of acquisition-related intangible assets including purchased technology and customer relationships from our non-GAAP results. The fair value of the intangible assets, which was allocated to these assets through purchase accounting, is amortized using accelerated or straight-line methods which approximate the proportion of future cash flows estimated to be generated each period over the estimated useful lives of the applicable assets. While these non-cash amortization charges are recurring in nature and the underlying assets benefit our operations, this amortization expense can fluctuate significantly based on the nature, timing and size of our past acquisitions and may be affected by future acquisitions. This makes comparisons of our current and historic operating performance difficult. Therefore, we exclude such expenses when analyzing the results of our operations including those of acquired entities. We believe that the exclusion of the amortization expense of acquired intangible assets provides users helpful information facilitating comparison of our results period-over-period and with other companies in the software industry as they each have their own acquisition histories and related non-GAAP adjustments.

Equity-Based Compensation.Expenses related to equity-based compensation have been excluded from our non-GAAP results of operations. These charges consist of the estimated fair value of equity-based awards. While the charges for equity-based compensation are of a recurring nature, as we grant equity-based awards to attract and retain quality employees and as an incentive to help achieve financial and other corporate goals, we exclude them from our results of operations in assessing our operating performance. These charges are typically non-cash and are often the result of complex calculations using an option pricing model that estimates equity-based awards’ fair value based on factors such as volatility and risk-free interest rates that are beyond our control. As such, we do not include such charges in our operating plans that we use to manage our business. In addition, we believe the exclusion of these charges facilitates comparisons of our operating results with those of our competitors who may have different policies regarding the use of equity-based awards.

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Acquisition-Related and Other Costs. We have incurred various transaction and integration costs related to our acquisitions as well as costs associated with our debt financing. The costs of acquiring and integrating the operations of acquired businesses as well as costs associated with our debt financing are incremental to our historical costs and are charged to our GAAP results of operations in the periods incurred. We do not consider these costs in our assessment of our operating performance. While these costs are not recurring with respect to our past acquisitions and debt activities, we may incur similar costs in the future if we pursue other acquisitions and debt activities. These costs are primarily reflected in acquisition-related and other costs in our Condensed Consolidated Statements of Operations. Included in these costs are certain costs incurred in financing our acquisitions, reorganizing our operations and other debt financing activities. We believe that the exclusion of the non-recurring acquisition-related and other costs provides users a useful alternative view of our results of operations and facilitates comparisons of our results period-over-period.

Restructuring.We have recorded various restructuring charges related to actions taken to reduce our cost structure to enhance operating effectiveness, improve profitability and to eliminate certain redundancies in connection with acquisitions. These restructuring activities impacted different functional areas of our operations in different locations and were undertaken to meet specific business objectives in light of the facts and circumstances at the time of each restructuring event. These charges include costs related to severance and other termination benefits as well as costs to exit leased facilities. These restructuring charges are excluded from management’s assessment of our operating performance. We believe that the exclusion of the restructuring charges provides users an alternative view of the cost structure of our operations and facilitates comparisons with the results of other periods that may not reflect such charges or may reflect different levels of such charges.

Liquidity and Capital Resources

(in millions, except percentages)		Nine Months Ended February 28,
Cash Flows		2014			2013		Change
Cash provided by (used in):
Operating activities	$		230.2	$		133.2		72.8	%
Investing activities			(246.0)			(80.0)		207.5
Financing activities			(5.5)			(79.9)		(93.1)
Effect of exchange rate changes on cash and cash equivalents			9.4			5.2		80.8
Net change in cash and cash equivalents	$		(11.9)	$		(21.5)		(44.7)	%
(in millions, except percentages) Capital Resources			February 28, 2014			May 31, 2013		Change
Working capital deficit	$		(346.7)	$		(432.1)		(19.8)	%
Cash and cash equivalents	$		410.0	$		421.9		(2.8)	%

Our most significant source of operating cash flows is cash collections from our customers following the purchase and renewal of their subscriptions for licensed software updates (maintenance) and product support agreements. Payments from customers for these maintenance and support agreements are generally received near the beginning of the contracts’ terms, which are generally one year in length. We also generate significant cash from new software license sales and, to a lesser extent, consulting and other services. Our primary uses of cash from operating activities are for personnel-related expenditures. We also make cash payments related to interest payments, taxes and leased facilities. We are highly leveraged and our liquidity requirements are significant, primarily due to debt service requirements.

As part of our business strategy, we may use cash to acquire additional companies or products from time to time to enhance our product lines, which could have a material effect on our capital resources.

In the first nine months of fiscal 2014, we completed one acquisition for a purchase price of approximately $200.0 million. In fiscal 2013, we completed five acquisitions for an aggregate purchase price of $119.7 million, net of cash, three of which were completed in the first nine months of the year. These acquisitions were not significant, either individually or in the aggregate. See Note 3,Acquisitions.

As of each of our reported balance sheet dates, we have reported a deficit in working capital. This deficit in working capital represents an excess of our current liabilities over our current assets and is primarily the result of the significant balance of deferred revenue, reported as a current liability, at each balance sheet date. Our deferred revenues represent the excess of our collections from, or our billings due from our customers, for which the related revenues have not yet met all the criteria necessary to be recognized as

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earned in our Condensed Consolidated Statements of Operations. See Note 2,Summary of Significant Accounting Policies – Revenue Recognition, in our Annual Report on Form 10-K that we filed with the SEC on August 2, 2013, for a further description of those criteria.

We believe that cash flows from operations, together with our cash and cash equivalents and borrowing capacity under our revolving credit facility, will be sufficient to meet our cash requirements for working capital, capital expenditures, restructuring activities, and investments for the remainder of fiscal 2014 and for the foreseeable future. At some point in the future we may require additional funds for either operating or strategic purposes and may seek to raise the additional funds through public or private debt or equity financing. If we ever need to seek additional financing, there is no assurance that this additional financing will be available, or if available, will be on reasonable terms. If our liquidity and capital resources are insufficient to meet our requirements or fund our debt service obligations, we could face substantial liquidity problems and may not be able to generate sufficient cash to service all our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Cash Flows from Operating Activities

Net cash provided by operating activities for the nine-month period ended February 28, 2014, was $230.2 million. Our net income plus non-cash items provided $275.5 million in cash due to strong cash flows from operations, while changes in operating assets and liabilities used cash of $45.3 million. The uses of cash were primarily from an $81.7 million decrease in deferred revenue, largely due to the timing of maintenance renewals, as a significant portion of our U.S. maintenance renews on May 31, and $18.3 million related to our income tax receivable/payable. The uses of cash were partially offset, primarily by a $47.0 million decrease in accounts receivable, net, and a $10.1 million increase in accounts payable, accrued expenses and other liabilities.

Net cash provided by operating activities for the nine-month period ended February 28, 2013, was $133.2 million. Our net loss plus non-cash items provided $187.7 million in cash due to strong cash flows from operations while changes in operating assets and liabilities used cash of $54.5 million. The uses of cash were primarily from a $52.0 million decrease in deferred revenue, largely due to the timing of maintenance renewals, as a significant portion of our U.S. maintenance renews on May 31, a $52.8 million decrease in accounts payable, accrued expenses and other liabilities, predominantly related to a reduction in accrued incentive compensation, due to the payment of fiscal year end incentives, and a $12.6 million increase in prepaid expenses and other assets. These uses of cash were somewhat offset by $33.7 million related to our income tax receivable/payable and a $29.2 million decrease in accounts receivable, net.

Cash Flows from Investing Activities

Net cash used in investing activities was $246.0 million in the nine-month period ended February 28, 2014. The primary uses of cash were $198.3 million net cash used for our acquisitions, $27.1 million used to purchase property, equipment and software and a $20.6 million increase in restricted cash.

Net cash used in investing activities was $80.0 million in the nine-month period ended February 28, 2013. The primary uses of cash were $55.0 million net cash used for our acquisitions and $28.0 million used to purchase other property, equipment and software.

Cash Flows from Financing Activities

Net cash used in financing activities was $5.5 million in the nine-month period ended February 28, 2014. The primary uses of cash were $3,448.8 million in debt repayments and $37.5 million that we capitalized as deferred financing fees relating to our refinancing transactions during the year. These uses of cash were mostly offset by $3,487.7 million from the issuance of debt related to our recent refinancing transactions.

Net cash used in financing activities was $79.9 million in the nine-month period ended February 28, 2013. The primary uses of cash were $2,824.4 million in debt repayments, $27.6 million that we capitalized as deferred financing fees relating to the refinancing of our Tranche B Term Loan and $5.1 million related to stockholder loans. These uses of cash were mostly offset by $2,778.9 million from the issuance of debt related to our second quarter debt refinancing.

Effect of Exchange Rate Changes

For the nine months ended February 28, 2014, changes in foreign currency exchange rates resulted in a $9.4 million increase in our cash and cash equivalents. Exchange rate changes increased our cash and cash equivalents by $5.2 million during the nine months ended February 28, 2013.

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Working Capital Deficit

Our working capital deficit, defined as current assets less current liabilities, was $346.7 million at February 28, 2014, compared to $432.1 million at May 31, 2013. At February 28, 2014, our cash decreased by $11.9 million compared to the balance at May 31, 2013. Generally, increases in current assets are considered to be uses of cash and increases in current liabilities are considered to be sources of cash. During the first nine months of fiscal 2014, the most significant change in our current assets included a decrease in our accounts receivable, net, of $43.1 million. During the first nine months of fiscal 2014, the most significant changes in our current liabilities included a decrease in the current portion of our long-term debt obligations of $61.8 million from our recent refinancing transactions, and a decrease of deferred revenue of $60.9 million as a portion of amounts collected in advance from customers have been earned as revenue, primarily due to the timing of maintenance and support subscription renewals.

Cash and Cash Equivalents

As of February 28, 2014, we had $410.0 million in cash and cash equivalents including amounts in operating accounts, money market investments and other short-term, highly liquid investments with initial maturities of three months or less. As of February 28, 2014, $69.2 million of our unrestricted cash and cash equivalents are held in the U.S. The remaining $340.8 million of our unrestricted cash and cash equivalents are held in foreign countries. Under current tax laws and regulations, if cash and cash equivalents and short-term investments held outside the U.S. are distributed to the U.S. in the form of dividends or otherwise, we may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes. It is not practicable to estimate the amount of these potential additional taxes due to the complexities of the tax laws in various jurisdictions, the number of jurisdictions in which we operate, the complexity of our legal entity structure, and the hypothetical nature of the calculations.

In addition, our cash and cash equivalents include amounts held by our Venezuelan subsidiary of $1.5 million and $2.4 million at February 28, 2014 and May 31, 2013, respectively. While we plan to use these funds to expand our operations in Venezuela, these amounts are subject to the governmental restrictions and currency exchange controls in Venezuela which may limit the total amount of cash and cash equivalents that we may be able to repatriate at any given time in the future. See Note 2,Summary of Significant Accounting Policies - Highly Inflationary Accounting – Venezuela.The Venezuelan government has established official exchange rates for the BsF and from time-to-time has devalued its currency, most recently in January 2014. As a result of this devaluation, we recorded a foreign currency transaction loss related to the remeasurement of the assets and liabilities of our Venezuelan operations denominated in BsF of $1.1 million in the third quarter of fiscal 2014 and a $1.3 million reduction in the cash and cash equivalents held by our Venezuelan subsidiary as of February 28, 2014.

Long-Term Debt

The following table summarizes our long-term debt balances for the periods indicated:

		February 28, 2014						May 31, 2013
(in millions)		Amount		Effective Rate				Amount		Effective Rate
First lien Term B-1 due October 5, 2016	$		-		-	%	$		340.0		5.750	%
First lien Term B-2 due April 5, 2018			-		-	%			2,779.1		5.250	%
First lien Term B-3 due June 3, 2020			478.6		3.750	%			-		-	%
First lien Term B-5 due June 3, 2020			2,550.0		3.750	%			-		-	%
First lien Euro Term due April 5, 2018			-		-	%			321.7		6.750	%
First lien Euro Term B due June 3, 2020			479.2		4.000	%			-		-	%
9.375% senior notes due April 1, 2019			1,015.0		9.375	%			1,015.0		9.375	%
10.0% senior notes due April 1, 2019			345.1		10.000	%			324.9		10.000	%
11.5% senior notes due July 15, 2018			560.0		11.500	%			560.0		11.500	%
Debt discounts			(38.9)						(16.6)
Total long-term debt			5,389.0						5,324.1
Less: current portion			29.4						91.2
Total long-term debt - non-current	$		5,359.6				$		5,232.9

As of February 28, 2014, we were in compliance with all applicable covenants included in the terms of our credit facilities and the indentures that govern our senior notes.

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Credit Facilities

On April 5, 2012, we entered into a secured credit agreement with Infor (US), Inc. as borrower and a syndicate of certain banks and other financial institutions as lenders and which consists of a secured term loan facility and a secured revolving credit facility (the Credit Agreement) which was subsequently amended. SeeRefinancing Amendments, below for a description of each amendment.

The secured revolving credit facility (the Revolver) has a maximum availability of $150.0 million. We have made no draws against the Revolver and no amounts are currently outstanding. However, $8.4 million of letters of credit have reduced the amount available under the Revolver to $141.6 million. Pursuant to the Credit Agreement there is an undrawn line fee of 0.50% and the Revolver matures on March 31, 2017. Amounts under the Revolver may be borrowed to finance working capital needs and for general corporate purposes.

Interest on the term loans borrowed under the secured term loan facility (the Term Loans) is payable quarterly, in arrears. Quarterly principal payment amounts are set for each of the Term Loans with balloon payments at the applicable maturity dates. The Term Loans are subject to mandatory prepayments in the case of certain situations.

The credit facilities are guaranteed by Infor, Inc. and certain of our wholly owned domestic subsidiaries, and are secured by liens on substantially all of the borrower’s assets and the assets of the guarantors. Prior to the Second Amendment described below, under the Credit Agreement we were required to maintain a total leverage ratio not to exceed certain levels as of the last day of each fiscal quarter. However, pursuant to the Second Amendment, this financial maintenance covenant is applicable only for the Revolver and then only for those fiscal quarters in which we have significant borrowings under the Revolver outstanding as of the last day of such fiscal quarter. We are subject to certain other customary affirmative and negative covenants as well.

Refinancing Amendments

On January 31, 2014, we entered into the Fifth Amendment to the Credit Agreement (as amended). The Fifth Amendment provides for the reduction of the interest rate margins applicable to borrowings made under our Revolver. While we have made no draws against the Revolver, interest on any future Revolver borrowings will be based on a fluctuating rate of interest determined by reference to either, at our option, an Adjusted LIBOR rate, plus a margin of 2.75% per annum, or an alternate base rate, plus a margin of 1.75% per annum. No other changes were made to the terms of the Revolver.

On January 2, 2014, we entered into the Fourth Amendment to the Credit Agreement (as amended). The Fourth Amendment provided for the refinancing of all of the outstanding balance of our Tranche B-2 Term Loan with the proceeds of a new $2,550.0 million term loan (the Tranche B-5 Term Loan).

Interest on the Tranche B-5 Term Loan is based on a fluctuating rate of interest determined by reference to either, at our option, an Adjusted LIBOR rate, plus a margin of 2.75% per annum, with a LIBOR floor of 1.0%, or an alternate base rate, plus a margin of 1.75% per annum, with a minimum alternative base rate floor of 2.0%. This was a reduction in our effective rate related to the new term loan as compared to the Tranche B-2 Term Loan which was based on an Adjusted LIBOR rate plus a margin of 4.0% per annum, with an Adjusted LIBOR floor of 1.25% per annum. The Tranche B-5 Term Loan matures on June 3, 2020, which is an extension of approximately 26 months compared to the original Tranche B-2 Term Loan maturity date. Pursuant to the terms of the Credit Agreement, the Tranche B-5 Term Loan is guaranteed by Infor and certain of our domestic subsidiaries, and is secured by liens on substantially all of our assets and the assets of the guarantors.

Proceeds from the Tranche B-5 Term Loan were used to refinance the outstanding principal of our Tranche B-2 Term Loan, together with accrued and unpaid interest and applicable fees.

On October 9, 2013, we entered into the Third Amendment to the Credit Agreement (as amended) to reflect a technical change clarifying certain defined terms added pursuant to the Second Amendment.

On June 3, 2013, we entered into the Second Amendment to the Credit Agreement (as amended). The Second Amendment provided for the refinancing of the then outstanding principal balance of our Tranche B-1 Term Loan and our Euro Term Loan with the proceeds of a new $483.0 million term loan (the Tranche B-3 Term Loan) and a new €350.0 million term loan (the Euro Tranche B Term Loan). Interest on the Tranche B-3 Term Loan is based on a fluctuating rate of interest determined by reference to either, at our option, an Adjusted LIBOR rate, plus a margin of 2.75% per annum, with an Adjusted LIBOR floor of 1.0%, or an alternate base rate, plus a margin of 1.75% per annum, with a minimum alternative base rate floor of 2.0%. The Tranche B-3 Term Loan matures on June 3, 2020, which is an extension of approximately three and a half years compared to the original Tranche B-1 Term Loan maturity date. Interest on the Euro Tranche B Term Loan is based on a fluctuating rate of interest determined by reference to an Adjusted LIBOR rate, plus a margin of 3.0% per annum, with an Adjusted LIBOR floor of 1.0%. The Euro Tranche B Term Loan matures on June 3, 2020, which is an extension of approximately 24 months compared to the original Euro Term Loan maturity date. Pursuant to

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the terms of the Credit Agreement, the Tranche B-3 Term Loan and Euro Tranche B Term Loan are guaranteed by the same guarantors, and are secured by liens on substantially all of the borrower’s assets and the assets the guarantors. The Second Amendment also amended the Credit Agreement to, among other things, limit the applicability of the financial maintenance covenant (maximum total leverage ratio) to the Revolver and then only for those fiscal quarters in which we have significant borrowings under our Revolver outstanding as of the last day of such fiscal quarter.

Proceeds from the Tranche B-3 Term Loan and Euro Tranche B Term Loan were used to refinance the outstanding principal balance of our Tranche B-1 Term Loan and our Euro Term Loan, together with accrued and unpaid interest and applicable fees. In addition, $250.0 million of the proceeds were used to repay a portion of the outstanding balance of our Tranche B-2 Term Loan.

On September 27, 2012, we entered into the First Amendment to the Credit Agreement. The First Amendment provided for the refinancing of the then outstanding principal balance of our Tranche B Term Loan of $2,763.0 million with the proceeds of a new $2,793.1 million term loan (the Tranche B-2 Term Loan). Interest on the Tranche B-2 Term Loan is based on a fluctuating rate of interest determined by reference to, at our option, an Adjusted LIBOR rate, plus a margin of 4.0% per annum, with an Adjusted LIBOR floor of 1.25%, or an alternate base rate, plus a margin of 3.0% per annum. This was a reduction in our effective rate related to this term loan as compared to the Tranche B Term Loan which was based on an Adjusted LIBOR rate plus a margin of 5.0% per annum. The Tranche B-2 Term Loan matures on April 5, 2018, which is the same as the original Tranche B Term Loan maturity date. Pursuant to the terms of the Credit Agreement, the Tranche B-2 Term Loan is guaranteed by the same guarantors, and is secured by liens on substantially all of the borrower’s assets and the assets of the guarantors.

Proceeds from the Tranche B-2 Term Loan were used to refinance the outstanding principal balance of our Tranche B Term Loan, together with accrued and unpaid interest and applicable fees, including a prepayment premium of 1.0% of the principal amount thereof, in accordance with the terms of the Credit Agreement.

The outstanding balance of the Tranche B-2 Term Loan was refinanced with proceeds from our Tranche B-5 Term Loan under the Fourth Amendment to our Credit Agreement as discussed above.

Senior Notes

Our senior notes bear interest at the applicable rates per annum which is payable semi-annually in cash in arrears. The senior notes are general unsecured obligations of Infor (US), Inc. and are guaranteed by Infor, Inc. and certain of our wholly owned domestic subsidiaries. Under the indentures governing the senior notes, we are subject to certain customary affirmative and negative covenants.

Restricted Cash

We had approximately $27.8 million of restricted cash as of February 28, 2014, of which approximately $18.6 million and $9.2 million have been reflected in other current assets and other assets on our Condensed Consolidated Balance Sheets, respectively. The restricted cash balances relate primarily to amounts held in escrow for certain litigation matters and various collateral arrangements related to our property leases worldwide.

Disclosures about Contractual Obligations and Commercial Commitments

As disclosed in our Annual Report on Form 10-K for our fiscal year ended May 31, 2013, our total contractual obligations at May 31, 2013, were $7,460.8 million not including an estimated liability for uncertain tax positions as we are unable to reasonably estimate when these amounts will ultimately be settled. There were no material additions or changes to our contractual obligations outside the ordinary course of business during the nine months ended February 28, 2014. At February 28, 2014, we had recorded a liability for uncertain tax positions of $170.5 million. Over the next 12 months, we expect a net reduction of approximately $27.4 million of unrecognized tax benefits, primarily due to the expiration of the statutory limitation periods in the various jurisdictions. See Note 12, Income Taxes.

Off-Balance-Sheet Arrangements

We do not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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Foreign Currency

A significant portion of our business is conducted in currencies other than the U.S. Dollar, the currency in which our financial statements are stated. Significant changes in these currencies, especially the Euro and British Pound, relative to the U.S. Dollar could materially impact our revenue, operating results and financial position. We currently do not pursue hedging strategies to mitigate foreign currency exposure.

Recent Accounting Pronouncements 

See Note 2,Summary of Significant Accounting Policies, for information regarding recently issued accounting pronouncements that may impact our financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency

A significant portion of our business is conducted in currencies other than the U.S. Dollar, the currency in which our financial statements are stated. Accordingly, we face exposure to adverse movements in foreign currency exchange rates relative to the U.S. Dollar which could materially impact our revenue, operating results and financial position. Our international operations are, for the most part, naturally hedged against exchange rate fluctuations since the majority of revenues and expenses of each foreign affiliate are denominated in the same currency. Therefore, we do not engage in formal hedging activities related to foreign currency exchange rates, but we do periodically review the potential impact of this risk to ensure that the risks of significant potential losses remain minimal. Certain transaction gains and losses are generated from intercompany balances that are not considered to be long-term in nature that will be settled between subsidiaries. We also recognize transaction gains and losses from revaluing debt denominated in Euros and held by subsidiaries whose functional currency is the U.S. Dollar.

Our international revenues and expenses are denominated in foreign currencies, principally the Euro and British Pound. The functional currency of each of our foreign subsidiaries is the local currency. International revenues represented 49.9% and 51.4% of our total revenues for the first nine months of fiscal 2014 and 2013, respectively. International cost of revenues and operating expenses accounted for 49.0% and 49.8% of our total cost of revenues and operating expenses for the first nine months of fiscal 2014 and 2013, respectively.

As of February 28, 2014, and May 31, 2013, a 10% adverse change in foreign exchange rates versus the U.S. Dollar would have decreased our aggregate reported cash and cash equivalents by approximately 7.5% and 7.3%, respectively. A 10% adverse change in the Euro exchange rate versus the U.S. Dollar would have decreased our aggregate reported cash and cash equivalents by approximately 2.9% and 4.0% as of February 28, 2014, and May 31, 2013, respectively. A 10% adverse change in the British Pound exchange rate versus the U.S. Dollar would have decreased our aggregate reported cash and cash equivalents by approximately 1.0% and 0.5% as of February 28, 2014, and May 31, 2013, respectively.

Interest Rates

We face exposure to changes in interest rates primarily relating to our long-term debt. As of February 28, 2014, and May 31, 2013, we had $5.4 billion and $5.3 billion, respectively, outstanding under our debt agreements. Pursuant to the terms of certain of the debt agreements we have in place at February 28, 2014, interest expense is calculated using the LIBOR or the EURIBOR rates, depending on the debt agreement. In addition, certain of our debt agreements have a LIBOR or EURIBOR floors of 1.00% or 2.00%. On February 28, 2014, the three-month LIBOR and EURIBOR rates were 0.24% and 0.29%, respectively. Accordingly, we used the LIBOR/EURIBOR floors, as applicable. An increase in applicable interest rates of 50 basis points over the February 28, 2014, rates would not increase our total monthly interest expense as the LIBOR and EURIBOR floors related to our debt would not be impacted by such a change.

As part of our strategy to limit exposure to interest rate risk, primarily future variability in the three-month LIBOR, we have entered into interest rate swap agreements with notional amounts totaling $945.0 million or approximately 26.9% of our variable rate debt. We entered into the interest rate swaps for hedging purposes only to convert a portion of the interest payments on our variable rate debt to fixed rate payments, not for trading or speculation. We have designated these instruments as cash flow hedges and accounted for them accordingly. [For further discussion of these derivative instruments see Note 2,Summary of Significant Accounting Policies- Derivative Financial Instruments, Note 5,Fair Value, Note 13,Comprehensive Income (Loss) and Note 15,Derivative Financial Instruments.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We have established and maintained disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended, we conducted an evaluation under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of February 28, 2014.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act) during the quarter ended February 28, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION 

ITEM 1. LEGAL PROCEEDINGS

See Note 14,Commitments and Contingencies — Litigation, for information regarding certain legal proceedings in which we are involved.

ITEM 1A. RISK FACTORS

A detailed discussion of our risk factors can be found in our Annual Report on Form 10-K, filed with the SEC on August 2, 2013, in Part I, Item 1A, Risk Factors.There have been no material changes to our risk factors since the filing of the Annual Report on Form 10-K. These risk factors could materially harm our business, operating results and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial could also harm our business, operating results and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not applicable

(b) Not applicable

(c)  Not applicable

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

See Index to Exhibits on page 64 of this report

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 14, 2014

INFOR, INC.
By:	/s/ NICOLE ANASENES
	Nicole Anasenes
	Chief Financial Officer
	(principal financial officer)

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Exhibit Index

Exhibit Number	Description of Documents
10.1	Amendment No. 5, dated January 31, 2014, between Infor, Inc., Infor (US), Inc., the existing Revolving Lenders party thereto, the Issuing Bank, the Swingline Lender and Bank of America, N.A. as administrative agent, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc., Infor (US), Inc., the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent, as previously amended. Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 4, 2014.
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act – Charles E. Phillips, Jr.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act – Nicole Anasenes
32.1	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act - Charles E. Phillips, Jr.
32.2	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act – Nicole Anasenes
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

Interactive Data Files pursuant to Rule 405 of Regulation S-T. The following unaudited financial statements from Infor, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2014, formatted in eXtensible Business Reporting Language (XBRL) - furnished not filed herewith:

i.	Condensed Consolidated Balance Sheets at February 28, 2014 and May 31, 2013,
ii.	Condensed Consolidated Statements of Operations for the three and nine months ended February 28, 2014 and 2013,
iii.	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended February 28, 2014 and 2013,
iv.	Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2014 and 2013, and
v.	Notes to Condensed Consolidated Financial Statements.

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