Supplemental Guarantor Financial Information | Supplemental Guarantor Financial Information Truven has issued the Notes as further described in Note 6. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Truven Holding Corp. and each of Truven’s existing and future 100% owned domestic restricted subsidiaries that is a borrower under or that guarantees the obligations under the Senior Credit Facility or any other indebtedness of Truven or any other guarantor. All obligations under the Senior Credit Facility are also guaranteed by Truven Holding Corp. and each of Truven’s 100% owned domestic subsidiaries. All obligations under the Senior Credit Facility and the guarantees of those obligations are secured by first priority security interests in substantially all of Truven’s assets, as well as those of each guarantor (subject to certain limited exceptions). Prior to the series of acquisitions in 2014, the separate financial statements and the condensed consolidating and combining financial information about the comprehensive loss, financial position and cash flows of the Parent, the Issuer, the Guarantors, the non-Guarantors, and eliminations were not presented due to the following: • Truven (the Issuer) is 100% owned by Truven Holding Corp. (the parent company guarantor). • The guarantee by Truven Holding Corp. is full and unconditional and there were no subsidiary guarantors. • Truven Holding Corp. has no independent assets or operations. • The transaction costs related to the Prior Acquisition of $26,734 were incurred and paid for by Wolverine, which was merged with and into TRHI, with TRHI surviving the Merger upon closing of the Prior Acquisition as a 100% owned direct subsidiary of Truven Holding Corp. and subsequently changing its name to Truven Health Analytics Inc. • The subsidiaries of Truven Holding Corp. other than Truven were minor (as defined in Section 3-10(h)(6) of Regulation S-X of the U.S. Securities Act of 1933, as amended (the “Securities Act”), having total assets, stockholders’ equity, revenue, operating income (before income taxes) and cash flows from operating activities of less than 3% of the Company’s corresponding consolidated amounts. After the series of acquisitions, all acquired 100% owned domestic subsidiaries became guarantors of the obligations of Truven under the Senior Credit Facility and the Notes starting in second quarter of 2014. In accordance with Section 3-10 of Regulation S-X of the Securities Act, the following condensed consolidating financial statements are provided prospectively to present the statement of comprehensive income (loss), financial position and cash flows of: (1) Truven Holding Corp., the Parent; (2) Truven Health Analytics, Inc., the Subsidiary Issuer; (3) Simpler North America LLC, Simpler Consulting LLC, JWA, and HBE, the Guarantor subsidiaries; (4) All foreign non-Guarantor subsidiaries; and (5) eliminations to arrive at the information for Truven Holding Corp. on a consolidated basis. Separate financial statements and other disclosures concerning the Guarantors are not presented because management does not believe such information is material. Truven Holding Corp. Unaudited Interim Condensed Consolidated Balance Sheets As of September 30, 2015 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 15,284 $ 3,634 $ 1,582 $ — $ 20,500 Trade and other receivables, net of allowances — 91,472 10,444 1,702 — 103,618 Prepaid expenses and other current assets — 29,533 842 492 — 30,867 Deferred tax asset — 301 — — — 301 Intercompany receivable — 28,850 35,150 57,031 (121,031 ) — Total current assets — 165,440 50,070 60,807 (121,031 ) 155,286 Investment in subsidiaries — 105,495 — — (105,495 ) — Computer hardware and other property, net — 34,890 108 528 — 35,526 Developed technology and content, net — 113,132 7,615 — — 120,747 Goodwill — 457,677 41,143 — — 498,820 Other identifiable intangible assets, net — 301,709 43,106 — — 344,815 Other noncurrent assets — 18,147 76 455 — 18,678 Total assets $ — $ 1,196,490 $ 142,118 $ 61,790 $ (226,526 ) $ 1,173,872 Liabilities and Net Equity (Deficit) Accounts payable and accrued expenses $ — $ 76,192 $ 8,460 $ 2,538 $ — $ 87,190 Deferred revenue — 113,178 4,850 25 — 118,053 Current portion of long-term debt — 6,360 — — — 6,360 Capital lease obligation — 691 — — — 691 Deferred tax liability — — — — — — Current taxes payable — — 14 20 — 34 Intercompany payable — 38,650 25,231 57,150 (121,031 ) — Total current liabilities — 235,071 38,555 59,733 (121,031 ) 212,328 Deferred revenue — 4,830 111 — — 4,941 Capital lease obligation - noncurrent — 853 — — — 853 Long-term debt — 969,016 — — — 969,016 Accumulated losses of unconsolidated companies in excess of investment 17,705 — 186 — (17,891 ) — Deferred tax liabilities — 301 — — — 301 Other noncurrent liabilities — 4,124 14 — — 4,138 Total liabilities 17,705 1,214,195 38,866 59,733 (138,922 ) 1,191,577 Equity (deficit) Common stock — — — — — — Additional paid-in capital 484,561 484,561 114,090 (69 ) (598,582 ) 484,561 Accumulated equity (deficit) (501,855 ) (501,855 ) (10,789 ) 2,691 509,953 (501,855 ) Foreign currency translation adjustment (411 ) (411 ) (49 ) (565 ) 1,025 (411 ) Total equity (deficit) (17,705 ) (17,705 ) 103,252 2,057 (87,604 ) (17,705 ) Total liabilities and net equity (deficit) $ — $ 1,196,490 $ 142,118 $ 61,790 $ (226,526 ) $ 1,173,872 Truven Holding Corp. Consolidated Balance Sheets As of December 31, 2014 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Assets Cash and cash equivalents $ — $ 8,243 $ 3,264 $ 1,097 $ — $ 12,604 Trade and other receivables, net of allowances — 106,181 12,765 1,268 — 120,214 Prepaid expenses and other current assets — 28,574 817 860 — 30,251 Deferred tax asset — 621 — — — 621 Intercompany receivable — 23,297 39,194 46,799 (109,290 ) — Total current assets — 166,916 56,040 50,024 (109,290 ) 163,690 Investment in subsidiaries 47,123 109,851 (192 ) — (156,782 ) — Computer hardware and other property, net — 36,459 207 769 — 37,435 Developed technology and content, net — 128,917 5,161 — — 134,078 Goodwill — 457,677 41,143 — — 498,820 Other identifiable intangible assets, net — 327,554 55,325 — — 382,879 Other noncurrent assets — 15,951 — 236 — 16,187 Total assets $ 47,123 $ 1,243,325 $ 157,684 $ 51,029 $ (266,072 ) $ 1,233,089 Liabilities and Net Equity Accounts payable and accrued expenses $ — $ 58,777 $ 5,931 $ 2,520 $ — $ 67,228 Deferred revenue — 121,903 6,802 424 — 129,129 Current portion of long-term debt — 6,360 — — — 6,360 Capital lease obligation — 664 — — — 664 Deferred tax liability — — — — — — Current taxes payable — — — 173 — 173 Intercompany payable — 26,086 35,784 47,420 (109,290 ) — Total current liabilities — 213,790 48,517 50,537 (109,290 ) 203,554 Deferred revenue — 5,456 — — — 5,456 Capital lease obligation - noncurrent — 1,374 — — — 1,374 Long-term debt — 971,362 — — — 971,362 Deferred tax liabilities — 621 — — — 621 Other noncurrent liabilities — 3,599 — — — 3,599 Total liabilities — 1,196,202 48,517 50,537 (109,290 ) 1,185,966 Equity Common stock — — — — — — Additional paid-in capital 483,550 483,550 114,483 (125 ) (597,908 ) 483,550 Accumulated equity (deficit) (436,123 ) (436,123 ) (5,275 ) 1,130 440,268 (436,123 ) Foreign currency translation adjustment (304 ) (304 ) (41 ) (513 ) 858 (304 ) Total 47,123 47,123 109,167 492 (156,782 ) 47,123 Total liabilities and net equity $ 47,123 $ 1,243,325 $ 157,684 $ 51,029 $ (266,072 ) $ 1,233,089 Truven Holding Corp. Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss For the Three Months Ended September 30, 2015 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Revenue, net $ — $ 130,121 $ 20,500 $ 5,406 $ (3,064 ) $ 152,963 Operating costs and expenses — (72,581 ) (10,762 ) (1,447 ) 2,619 (82,171 ) Selling and marketing, excluding depreciation and amortization — (13,194 ) (1,787 ) (1,915 ) — (16,896 ) General and administrative, excluding depreciation and amortization — (10,990 ) (4,362 ) (1,373 ) — (16,725 ) Depreciation — (5,464 ) (17 ) (110 ) — (5,591 ) Amortization of developed technology and content — (10,674 ) (338 ) — — (11,012 ) Amortization of other identifiable intangible assets — (8,615 ) (3,859 ) — — (12,474 ) Other operating expenses — (3,703 ) (196 ) — 445 (3,454 ) Total operating costs and expenses — (125,221 ) (21,321 ) (4,845 ) 3,064 (148,323 ) Operating income (loss) — 4,900 (821 ) 561 — 4,640 Net interest expense — (18,607 ) — 1 — (18,606 ) Other finance costs — (316 ) (122 ) 10 — (428 ) Equity in net income (loss) of subsidiaries (14,598 ) (575 ) (68 ) — 15,241 — Income (loss) before income taxes (14,598 ) (14,598 ) (1,011 ) 572 15,241 (14,394 ) Provision for income taxes — — (24 ) (180 ) — (204 ) Net income (loss) $ (14,598 ) $ (14,598 ) $ (1,035 ) $ 392 $ 15,241 $ (14,598 ) Other comprehensive income (loss): Foreign currency translation adjustments (164 ) (164 ) (11 ) (183 ) 358 (164 ) Total comprehensive income (loss) $ (14,762 ) $ (14,762 ) $ (1,046 ) $ 209 $ 15,599 $ (14,762 ) Truven Holding Corp. Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss For the Three Months Ended September 30, 2014 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Revenue, net $ — $ 127,017 $ 11,228 $ 2,295 $ (353 ) $ 140,187 Operating costs and expenses — (68,555 ) (5,084 ) (1,803 ) 353 (75,089 ) Selling and marketing, excluding depreciation and amortization — (11,855 ) (326 ) (906 ) — (13,087 ) General and administrative, excluding depreciation and amortization — (10,770 ) (2,945 ) (683 ) — (14,398 ) Depreciation — (4,733 ) (16 ) (182 ) — (4,931 ) Amortization of developed technology and content — (9,820 ) — — — (9,820 ) Amortization of other identifiable intangible assets — (8,615 ) (3,345 ) — — (11,960 ) Other operating expenses — (5,778 ) (48 ) — — (5,826 ) Total operating costs and expenses — (120,126 ) (11,764 ) (3,574 ) 353 (135,111 ) Operating loss (income) — 6,891 (536 ) (1,279 ) — 5,076 Net interest expense — (17,662 ) — (1 ) — (17,663 ) Other finance costs — (116 ) — 35 — (81 ) Equity in net income (loss) of subsidiaries (6,620 ) (1,641 ) 18 — 8,243 — Income (loss) before income taxes (6,620 ) (12,528 ) (518 ) (1,245 ) 8,243 (12,668 ) Benefit from (provision for) income taxes — 5,908 90 50 — 6,048 Net income (loss) $ (6,620 ) $ (6,620 ) $ (428 ) $ (1,195 ) $ 8,243 $ (6,620 ) Other comprehensive income (loss): Foreign currency translation adjustments (26 ) (26 ) (7 ) (20 ) 53 (26 ) Total comprehensive income (loss) $ (6,646 ) $ (6,646 ) $ (435 ) $ (1,215 ) $ 8,296 $ (6,646 ) Truven Holding Corp. Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss For the Nine Months Ended September 30, 2015 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Revenue, net $ — $ 384,069 $ 57,041 $ 16,745 $ (8,538 ) $ 449,317 Operating costs and expenses — (221,160 ) (31,339 ) (4,320 ) 7,408 (249,411 ) Selling and marketing, excluding depreciation and amortization — (40,131 ) (5,020 ) (5,394 ) — (50,545 ) General and administrative, excluding depreciation and amortization — (33,545 ) (11,885 ) (4,577 ) — (50,007 ) Depreciation — (15,709 ) (71 ) (308 ) — (16,088 ) Amortization of developed technology and content — (32,113 ) (880 ) — — (32,993 ) Amortization of other identifiable intangible assets — (25,845 ) (12,219 ) — — (38,064 ) Other operating expenses — (20,782 ) (620 ) — 1,130 (20,272 ) Total operating costs and expenses — (389,285 ) (62,034 ) (14,599 ) 8,538 (457,380 ) Operating income (loss) — (5,216 ) (4,993 ) 2,146 — (8,063 ) Net interest expense — (55,587 ) 1 (2 ) — (55,588 ) Other finance costs — (1,071 ) (304 ) (81 ) — (1,456 ) Equity in net income (loss) of subsidiaries (65,732 ) (3,858 ) (97 ) — 69,687 — Income (loss) before income taxes (65,732 ) (65,732 ) (5,393 ) 2,063 69,687 (65,107 ) Provision for income taxes — — (121 ) (504 ) — (625 ) Net income (loss) $ (65,732 ) $ (65,732 ) $ (5,514 ) $ 1,559 $ 69,687 $ (65,732 ) Other comprehensive income (loss): Foreign currency translation adjustments (107 ) (107 ) (8 ) (52 ) 167 (107 ) Total comprehensive income (loss) $ (65,839 ) $ (65,839 ) $ (5,522 ) $ 1,507 $ 69,854 $ (65,839 ) Truven Holding Corp. Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss For the Nine Months Ended September 30, 2014 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Revenue, net $ — $ 370,022 $ 20,627 $ 10,649 $ (6,424 ) $ 394,874 Operating costs and expenses — (212,325 ) (9,234 ) (5,963 ) 6,424 (221,098 ) Selling and marketing, excluding depreciation and amortization — (39,143 ) (739 ) (2,741 ) — (42,623 ) General and administrative, excluding depreciation and amortization — (32,220 ) (5,468 ) (1,407 ) — (39,095 ) Depreciation — (17,052 ) (28 ) (368 ) — (17,448 ) Amortization of developed technology and content — (28,689 ) — — — (28,689 ) Amortization of other identifiable intangible assets — (25,845 ) (6,998 ) — — (32,843 ) Other operating expenses — (17,123 ) (78 ) — — (17,201 ) Total operating costs and expenses — (372,397 ) (22,545 ) (10,479 ) 6,424 (398,997 ) Operating loss (income) — (2,375 ) (1,918 ) 170 — (4,123 ) Net interest expense — (51,355 ) — 3 — (51,352 ) Other finance costs — (348 ) — (69 ) — (417 ) Equity in net income (loss) of subsidiaries (34,677 ) (1,210 ) 30 — 35,857 — Income (loss) before income taxes (34,677 ) (55,288 ) (1,888 ) 104 35,857 (55,892 ) Benefit from (provision for) income taxes — 20,611 631 (27 ) — 21,215 Net income (loss) $ (34,677 ) $ (34,677 ) $ (1,257 ) $ 77 $ 35,857 $ (34,677 ) Other comprehensive income (loss): Foreign currency translation adjustments (111 ) (111 ) — (111 ) 222 (111 ) Total comprehensive income (loss) $ (34,788 ) $ (34,788 ) $ (1,257 ) $ (34 ) $ 36,079 $ (34,788 ) Truven Holding Corp. Unaudited Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2015 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Operating activities Net income (loss) $ (65,732 ) $ (65,732 ) $ (5,514 ) $ 1,559 $ 69,687 $ (65,732 ) Non-cash adjustments 65,732 89,177 13,267 308 (69,687 ) 98,797 Changes in operating assets and liabilities — 13,277 1,915 (817 ) — 14,375 Net cash provided by operating activities — 36,722 9,668 1,050 — 47,440 Investing activities Acquisitions, net of cash acquired — (405 ) — — — (405 ) Capital expenditures — (30,459 ) (2,679 ) (66 ) — (33,204 ) Net cash used in investing activities — (30,864 ) (2,679 ) (66 ) — (33,609 ) Financing activities Principal repayment of senior term loan — (4,770 ) — — — (4,770 ) Intercompany transaction — 7,010 (6,508 ) (502 ) — — Payment of capital lease obligation — (495 ) — — — (495 ) Payment of debt finance costs — (563 ) — — — (563 ) Additional paid in capital — — (57 ) 57 — — Net cash provided by (used in) financing activities — 1,182 (6,565 ) (445 ) — (5,828 ) Effect of exchange rate changes in cash and cash equivalents — 1 (54 ) (54 ) — (107 ) Increase in cash and cash equivalents — 7,041 370 485 — 7,896 Cash and cash equivalents Beginning of period — 8,243 3,264 1,097 — 12,604 End of period $ — $ 15,284 $ 3,634 $ 1,582 $ — $ 20,500 Truven Holding Corp. Unaudited Condensed Consolidated Statements of Cash Flows For the Nine months Ended September 30, 2014 Parent Issuer Guarantor subsidiaries Non-Guarantor subsidiaries Eliminations Consolidated Operating activities Net income (loss) $ (34,677 ) $ (34,677 ) $ (1,257 ) $ 77 $ 35,857 $ (34,677 ) Non-cash adjustments 34,677 61,859 6,313 458 (35,857 ) 67,450 Changes in operating assets and liabilities — 2,371 2,824 94 — 5,289 Net cash provided by operating activities — 29,553 7,880 629 — 38,062 Investing activities Acquisitions, net of cash acquired — (77,400 ) — — — (77,400 ) Capital expenditures — (24,222 ) — (190 ) — (24,412 ) Net cash used in investing activities — (101,622 ) — (190 ) — (101,812 ) Financing activities Proceeds from revolving credit facility — 15,000 — — — 15,000 Principal repayment of senior term loan — (4,517 ) — — — (4,517 ) Repayment of revolving credit facility — (30,000 ) — — — (30,000 ) Proceeds from Senior term loan related to refinancing — 100,000 — — — 100,000 Intercompany transaction — 2,513 (2,723 ) 210 — — Payment of debt issuance costs — (2,895 ) — — — (2,895 ) Payment of capital lease obligation — (1,498 ) — — — (1,498 ) Net cash provided by (used in) financing activities — 78,603 (2,723 ) 210 — 76,090 Effect of exchange rate changes in cash and cash equivalents — — — (111 ) — (111 ) Increase (decrease) in cash and cash equivalents — 6,534 5,157 538 — 12,229 Cash and cash equivalents Beginning of period — 9,573 — 682 — 10,255 End of period $ — $ 16,107 $ 5,157 $ 1,220 $ — $ 22,484 |