ZoomInfo Technologies Inc. through its operating subsidiaries provides a go-to-market intelligence platform for sales and marketing teams. The Company’s cloud-based platform provides accurate and comprehensive information on organizations and professionals in order to help users identify target customers and decision makers, obtain continually updated predictive lead and company scoring, monitor buying signals and other attributes of target companies, craft messages, engage via automated sales tools, and track progress through the deal cycle. Unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” “ZoomInfo,” and the “Company” refer (1) prior to the consummation of the Reorganization Transactions, to ZoomInfo OpCo and its consolidated subsidiaries, and (2) after the consummation of the Reorganization Transactions, to ZoomInfo Technologies Inc. and its consolidated subsidiaries.

ZoomInfo Technologies Inc. was formed on November 14, 2019 with no operating assets or operations as a Delaware corporation for the purposes of facilitating an initial public offering (“IPO”) and other related transactions in order to carry on the business of ZoomInfo Holdings LLC (“ZoomInfo OpCo”) (formerly known as DiscoverOrg Holdings, LLC), a Delaware limited liability company. Following consummation of the Reorganization Transactions (as described below), ZoomInfo OpCo became a direct subsidiary of ZoomInfo Intermediate Holdings LLC (“ZoomInfo HoldCo”), a Delaware limited liability company and an indirect subsidiary of ZoomInfo Technologies Inc.

On June 8, 2020, ZoomInfo Technologies Inc. completed the IPO, in which it sold 51,175,000 shares of Class A common stock (including shares issued pursuant to the exercise in full of the underwriters’ option to purchase additional shares) at a public offering price of $21.00 per share for net proceeds of $1,019.6 million, after deducting underwriters’ discounts (but excluding other offering expenses and reimbursements in accounts receivable as of June 30, 2020). ZoomInfo Technologies Inc. used all of the proceeds from the IPO to (i) purchase 48,528,783 newly issued HoldCo Units from ZoomInfo HoldCo for approximately $966.9 million (which ZoomInfo HoldCo in turn used to purchase the same number of newly issued OpCo Units from ZoomInfo OpCo); (ii) purchase 2,370,948 OpCo Units from certain Pre-IPO OpCo Unitholders for approximately $47.2 million; and (iii) fund $5.5 million of merger consideration payable to certain Pre-IPO Blocker Holders in connection with the Blocker Mergers (as defined below).

•ZoomInfo Technologies Inc. formed a new merger subsidiary with respect to each of the Blocker Companies through which certain of our Pre-IPO Blocker Holders held their interests in ZoomInfo OpCo, each merger subsidiary merged with and into the respective Blocker Companies in reverse-subsidiary mergers, and the surviving entities merged with and into ZoomInfo Technologies Inc. (such mergers, the “Blocker Mergers”), which Blocker Mergers resulted in the Pre-IPO Blocker Holders receiving a combination of (i) shares of Class C common stock of ZoomInfo Technologies Inc. and (ii) a cash amount in respect of reductions in such Pre-IPO Blocker Holders’ equity interests, based on the initial offering price of the Class A common stock in the IPO;

•certain pre-IPO owners acquired interests in ZoomInfo HoldCo as a result of the merger of an entity that held OpCo Units on behalf of such pre-IPO owners into ZoomInfo HoldCo (the “ZoomInfo HoldCo Contributions”) and the redemption of some OpCo Units pursuant to which the holders of such OpCo Units received HoldCo Units; and

•the limited liability company agreement of each of ZoomInfo OpCo and ZoomInfo HoldCo was amended and restated to, among other things, modify their capital structure by reclassifying the interests held by the Pre-IPO OpCo Unitholders, the Continuing Class P Unitholders, and the Pre-IPO HoldCo Unitholders, resulting in OpCo Units of ZoomInfo OpCo, Class P Units of ZoomInfo OpCo, and HoldCo Units of ZoomInfo HoldCo, respectively (such reclassification, the “Reclassification”).

We refer to the Reclassification, together with the Blocker Mergers and the ZoomInfo HoldCo Contributions, as the “Reorganization Transactions.” Following the Reorganization Transactions, ZoomInfo Technologies Inc. became a holding company, with its sole material asset being a controlling equity interest in ZoomInfo HoldCo, which became a holding company with its sole material asset being a controlling equity interest in ZoomInfo OpCo. ZoomInfo Technologies Inc. will operate and control all of the business and affairs, and consolidate the financial results, of ZoomInfo OpCo through ZoomInfo HoldCo and, through ZoomInfo OpCo and its subsidiaries, conduct our business. Accordingly, ZoomInfo Technologies Inc. consolidates the financial results of ZoomInfo HoldCo, and therefore ZoomInfo OpCo, and reports the non-controlling interests of the Pre-IPO HoldCo Units and Pre-IPO OpCo Units on its consolidated financial statements. Following the Reorganization Transactions and IPO and as of June 30, 2020, ZoomInfo Technologies Inc. owned 98% of the outstanding HoldCo Units, and ZoomInfo HoldCo owned 39% of the outstanding OpCo Units.

The Company has restated these financial statements to make a change relating to our accounting for income taxes. In connection with the preparation of the Company’s unaudited condensed consolidated financial statements as of and for the periods ended September 30, 2020, the Company reviewed its determination of a tax benefit of approximately $21.6 million related to the difference between the GAAP basis and tax basis of partnerships owned by corporations within the Company’s corporate structure recorded during the quarterly period ended June 30, 2020 in the Company’s unaudited condensed consolidated financial statements as of and for the periods ended June 30, 2020. In the Company's current judgement, it should not have recorded the tax benefit.


	June 30, 2020

(in millions)	As Originally Reported		Adjustments		As Restated
Deferred tax assets	$	211.9	$	(62.3)	$	149.6
Tax receivable agreements liability, net of current portion	$	109.4	$	(11.0)	$	98.4
Deferred tax liabilities	$	0.2	$	10.9	$	11.1
Additional paid-in capital	$	406.9	$	(40.5)	$	366.4
Retained Earnings	$	(20.4)	$	(14.0)	$	(34.4)
Noncontrolling interests	$	457.9	$	(7.7)	$	450.2


	Six Months Ended June 30, 2020

(in millions, except per share amounts)	As Originally Reported		Adjustments(1)		As Restated
Benefit (expense) from income taxes	$	13.3	$	(21.6)	$	(8.4)
Net income (loss)	$	(62.1)	$	(21.6)	$	(83.8)
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions	$	(5.1)	$	—	$	(5.1)
Less: Net income (loss) attributable to noncontrolling interests	$	(36.6)	$	(7.7)	$	(44.3)
Net income (loss) attributable to ZoomInfo Technologies Inc.	$	(20.4)	$	(14.0)	$	(34.4)
Net income (loss) per share of Class A and Class C common stock:
Basic	$	(0.21)	$	(0.09)	$	(0.30)
Diluted	$	(0.22)	$	(0.08)	$	(0.30)


	Three Months Ended June 30, 2020

(in millions, except per share amounts)	As Originally Reported		Adjustments(1)		As Restated
Benefit (expense) from income taxes	$	12.9	$	(21.6)	$	(8.8)
Net income (loss)	$	(56.2)	$	(21.6)	$	(77.9)
Less: Net income (loss) attributable to ZoomInfo OpCo prior to the Reorganization Transactions	$	0.8	$	—	$	0.8
Less: Net income (loss) attributable to noncontrolling interests	$	(36.6)	$	(7.7)	$	(44.3)
Net income (loss) attributable to ZoomInfo Technologies Inc.	$	(20.4)	$	(14.0)	$	(34.4)
Net income (loss) per share of Class A and Class C common stock:
Basic	$	(0.21)	$	(0.09)	$	(0.30)
Diluted	$	(0.22)	$	(0.08)	$	(0.30)


	Three Months Ended June 30, 2020

(in millions)	As Originally Reported		Adjustments(1)		As Restated
Net income (loss)	$	(56.2)	$	(21.6)	$	(77.9)
Other comprehensive income (loss), net of tax	2.4		—		2.4
Comprehensive income (loss)	(53.8)		(21.6)		(75.5)
Less: Net income attributable to ZoomInfo OpCo prior to the Reorganization Transactions	(0.2)		—		(0.2)
Less: Comprehensive income (loss) attributable to noncontrolling interests	(34.3)		(7.7)		(42.0)
Comprehensive income (loss) attributable to ZoomInfo Technologies Inc.	$	(19.3)	$	(14.0)	$	(33.3)


	Six Months Ended June 30, 2020

(in millions)	As Originally Reported		Adjustments(1)		As Restated
Net income (loss)	$	(62.1)	$	(21.6)	$	(83.8)
Other comprehensive income (loss), net of tax	(4.3)		—		(4.3)
Comprehensive income (loss)	(66.4)		(21.6)		(88.1)
Less: Net income attributable to ZoomInfo OpCo prior to the Reorganization Transactions	(12.8)		—		(12.8)
Less: Comprehensive income (loss) attributable to noncontrolling interests	(34.3)		(7.7)		(42.0)
Comprehensive income (loss) attributable to ZoomInfo Technologies Inc.	$	(19.3)	$	(14.0)	$	(33.3)

Although there was with no impact to net cash provided by operating activities, net cash used in investing activities, or net cash provided by financing activities, the effects of the restatement on the line items within the unaudited Consolidated Statement of Cash Flows for the six months ended June 30, 2020 are as follows:


	Six Months Ended June 30, 2020

(in millions)	As Originally Reported		Adjustments(1)		As Restated
Net income (loss)	$	(62.1)	$	(21.6)	$	(83.8)
Deferred income taxes	$	(18.5)	$	21.6	$	3.2
Net cash provided by operating activities	$	53.6	$	—	$	53.6