GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The 2013 and 2012 Senior Notes are unconditionally guaranteed, jointly and severally, by certain domestic subsidiaries that are 100% owned by the Company. The following tables present condensed consolidating financial information at June 30, 2015 and December 31, 2014 and for the three and six months ended June 30, 2015 and 2014 for: IAC, on a stand-alone basis; the combined guarantor subsidiaries of IAC; the combined non-guarantor subsidiaries of IAC; and IAC on a consolidated basis. Balance sheet at June 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 431,731 $ 4,121 $ 220,557 $ — $ 656,409 Marketable securities 232,917 — 606 — 233,523 Accounts receivable, net 4 132,223 90,879 — 223,106 Other current assets 47,233 97,670 69,692 (4,871 ) 209,724 Intercompany receivables — 1,635,189 942,583 (2,577,772 ) — Property and equipment, net 4,867 228,061 64,230 — 297,158 Goodwill — 1,250,801 528,029 — 1,778,830 Intangible assets, net — 313,275 158,807 — 472,082 Investment in subsidiaries 4,971,322 932,210 — (5,903,532 ) — Other non-current assets 69,644 20,715 115,405 (1,538 ) 204,226 Total assets $ 5,757,718 $ 4,614,265 $ 2,190,788 $ (8,487,713 ) $ 4,075,058 Current portion of long-term debt $ — $ 80,000 $ — $ — $ 80,000 Accounts payable, trade 3,078 57,265 19,091 — 79,434 Other current liabilities 32,661 320,261 203,239 (738 ) 555,423 Long-term debt, net of current portion 1,000,000 — — — 1,000,000 Income taxes payable 892 4,829 19,047 — 24,768 Intercompany liabilities 2,577,772 — — (2,577,772 ) — Other long-term liabilities 327,929 100,370 69,242 (5,671 ) 491,870 Redeemable noncontrolling interests — — 28,177 — 28,177 IAC shareholders' equity 1,815,386 4,051,540 1,851,992 (5,903,532 ) 1,815,386 Total liabilities and shareholders' equity $ 5,757,718 $ 4,614,265 $ 2,190,788 $ (8,487,713 ) $ 4,075,058 Balance sheet at December 31, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 766,076 $ 1,021 $ 223,308 $ — $ 990,405 Marketable securities 159,197 — 1,451 — 160,648 Accounts receivable, net 13 155,262 80,811 — 236,086 Other current assets 23,923 91,105 57,487 (5,773 ) 166,742 Intercompany receivables — 1,688,403 970,810 (2,659,213 ) — Property and equipment, net 4,950 232,819 64,690 — 302,459 Goodwill — 1,249,807 505,119 — 1,754,926 Intangible assets, net — 325,771 166,165 — 491,936 Investment in subsidiaries 5,035,304 930,443 — (5,965,747 ) — Other non-current assets 44,610 20,682 109,372 (2,988 ) 171,676 Total assets $ 6,034,073 $ 4,695,313 $ 2,179,213 $ (8,633,721 ) $ 4,274,878 Accounts payable, trade $ 3,059 $ 55,320 $ 22,784 $ — $ 81,163 Other current liabilities 73,491 328,920 191,197 (817 ) 592,791 Long-term debt 1,000,000 80,000 — — 1,080,000 Income taxes payable 2,240 4,771 25,624 — 32,635 Intercompany liabilities 2,659,213 — — (2,659,213 ) — Other long-term liabilities 304,117 104,219 54,328 (7,944 ) 454,720 Redeemable noncontrolling interests — — 40,427 — 40,427 IAC shareholders' equity 1,991,953 4,122,083 1,843,664 (5,965,747 ) 1,991,953 Noncontrolling interests — — 1,189 — 1,189 Total liabilities and shareholders' equity $ 6,034,073 $ 4,695,313 $ 2,179,213 $ (8,633,721 ) $ 4,274,878 Statement of operations for the three months ended June 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 586,067 $ 188,460 $ (3,395 ) $ 771,132 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 294 117,383 65,792 (193 ) 183,276 Selling and marketing expense 1,010 264,647 56,949 (3,209 ) 319,397 General and administrative expense 33,942 66,336 29,064 7 129,349 Product development expense 2,330 30,996 13,104 — 46,430 Depreciation 426 11,110 3,964 — 15,500 Amortization of intangibles — 6,226 8,185 — 14,411 Total operating costs and expenses 38,002 496,698 177,058 (3,395 ) 708,363 Operating (loss) income (38,002 ) 89,369 11,402 — 62,769 Equity in earnings of unconsolidated affiliates 70,523 13,353 — (83,876 ) — Interest expense (12,992 ) (2,211 ) (11 ) — (15,214 ) Other (expense) income, net (7,506 ) 17,787 (11,919 ) — (1,638 ) Earnings (loss) from continuing operations before income taxes 12,023 118,298 (528 ) (83,876 ) 45,917 Income tax benefit (provision) 47,435 (40,470 ) 5,003 — 11,968 Earnings from continuing operations 59,458 77,828 4,475 (83,876 ) 57,885 (Loss) earnings from discontinued operations, net of tax (153 ) — 3 (3 ) (153 ) Net earnings 59,305 77,828 4,478 (83,879 ) 57,732 Net loss attributable to noncontrolling interests — — 1,573 — 1,573 Net earnings attributable to IAC shareholders $ 59,305 $ 77,828 $ 6,051 $ (83,879 ) $ 59,305 Comprehensive income attributable to IAC shareholders $ 72,283 $ 79,129 $ 15,106 $ (94,235 ) $ 72,283 Statement of operations for the three months ended June 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 556,162 $ 203,497 $ (3,344 ) $ 756,315 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 383 126,162 84,872 (687 ) 210,730 Selling and marketing expense 619 220,152 54,158 (2,439 ) 272,490 General and administrative expense 26,609 48,459 34,816 13 109,897 Product development expense 1,705 26,305 11,066 (231 ) 38,845 Depreciation 312 9,224 5,721 — 15,257 Amortization of intangibles — 9,659 3,747 — 13,406 Total operating costs and expenses 29,628 439,961 194,380 (3,344 ) 660,625 Operating (loss) income (29,628 ) 116,201 9,117 — 95,690 Equity in earnings of unconsolidated affiliates 8,264 5,297 — (13,561 ) — Interest expense (12,985 ) (1,052 ) (9 ) — (14,046 ) Other income (expense), net 6,537 (13,834 ) (62,453 ) — (69,750 ) (Loss) earnings from continuing operations before income taxes (27,812 ) 106,612 (53,345 ) (13,561 ) 11,894 Income tax benefit (provision) 10,684 (39,785 ) (788 ) — (29,889 ) (Loss) earnings from continuing operations (17,128 ) 66,827 (54,133 ) (13,561 ) (17,995 ) Loss from discontinued operations, net of tax (868 ) — (27 ) 27 (868 ) Net (loss) earnings (17,996 ) 66,827 (54,160 ) (13,534 ) (18,863 ) Net loss attributable to noncontrolling interests — — 867 — 867 Net (loss) earnings attributable to IAC shareholders $ (17,996 ) $ 66,827 $ (53,293 ) $ (13,534 ) $ (17,996 ) Comprehensive (loss) income attributable to IAC shareholders $ (20,205 ) $ 66,163 $ (55,879 ) $ (10,284 ) $ (20,205 ) Statement of operations for the six months ended June 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,180,868 $ 368,820 $ (6,044 ) $ 1,543,644 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 539 237,124 137,556 (390 ) 374,829 Selling and marketing expense 2,065 553,272 127,345 (5,619 ) 677,063 General and administrative expense 58,006 132,089 54,083 (35 ) 244,143 Product development expense 4,507 62,130 25,050 — 91,687 Depreciation 827 22,690 7,551 — 31,068 Amortization of intangibles — 12,496 14,470 — 26,966 Total operating costs and expenses 65,944 1,019,801 366,055 (6,044 ) 1,445,756 Operating (loss) income (65,944 ) 161,067 2,765 — 97,888 Equity in earnings of unconsolidated affiliates 124,647 17,049 — (141,696 ) — Interest expense (25,982 ) (3,257 ) (39 ) — (29,278 ) Other (expense) income, net (16,859 ) 29,179 (6,970 ) — 5,350 Earnings (loss) from continuing operations before income taxes 15,862 204,038 (4,244 ) (141,696 ) 73,960 Income tax benefit (provision) 69,876 (72,266 ) 8,178 — 5,788 Earnings from continuing operations 85,738 131,772 3,934 (141,696 ) 79,748 (Loss) earnings from discontinued operations, net of tax (28 ) — 3 (3 ) (28 ) Net earnings 85,710 131,772 3,937 (141,699 ) 79,720 Net loss attributable to noncontrolling interests — — 5,990 — 5,990 Net earnings attributable to IAC shareholders $ 85,710 $ 131,772 $ 9,927 $ (141,699 ) $ 85,710 Comprehensive income (loss) attributable to IAC shareholders $ 43,115 $ 127,288 $ (37,762 ) $ (89,526 ) $ 43,115 Statement of operations for the six months ended June 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Total Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,102,488 $ 400,404 $ (6,330 ) $ 1,496,562 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 355 255,463 165,793 (1,647 ) 419,964 Selling and marketing expense 811 456,493 117,922 (4,137 ) 571,089 General and administrative expense 49,055 94,134 61,771 26 204,986 Product development expense 3,176 53,401 21,656 (572 ) 77,661 Depreciation 641 18,785 10,649 — 30,075 Amortization of intangibles — 18,660 6,725 — 25,385 Total operating costs and expenses 54,038 896,936 384,516 (6,330 ) 1,329,160 Operating (loss) income (54,038 ) 205,552 15,888 — 167,402 Equity in earnings of unconsolidated affiliates 62,561 5,541 — (68,102 ) — Interest expense (25,970 ) (2,094 ) (46 ) — (28,110 ) Other income (expense), net 16,222 (24,361 ) (63,569 ) — (71,708 ) (Loss) earnings from continuing operations before income taxes (1,225 ) 184,638 (47,727 ) (68,102 ) 67,584 Income tax benefit (provision) 20,796 (69,729 ) (2,341 ) — (51,274 ) Earnings (loss) from continuing operations 19,571 114,909 (50,068 ) (68,102 ) 16,310 Loss from discontinued operations, net of tax (1,682 ) — (40 ) 40 (1,682 ) Net earnings (loss) 17,889 114,909 (50,108 ) (68,062 ) 14,628 Net loss attributable to noncontrolling interests — — 3,261 — 3,261 Net earnings (loss) attributable to IAC shareholders $ 17,889 $ 114,909 $ (46,847 ) $ (68,062 ) $ 17,889 Comprehensive income (loss) attributable to IAC shareholders $ 21,029 $ 114,629 $ (45,764 ) $ (68,865 ) $ 21,029 Statement of cash flows for the six months ended June 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (124,420 ) $ 232,853 $ (22,654 ) $ 85,779 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (3,675 ) (39,611 ) (43,286 ) Capital expenditures (988 ) (18,242 ) (7,586 ) (26,816 ) Proceeds from maturities and sales of marketable debt securities 14,613 — — 14,613 Purchases of marketable debt securities (93,134 ) — — (93,134 ) Purchases of long-term investments — — (12,840 ) (12,840 ) Other, net 3,613 (1,086 ) 6,072 8,599 Net cash used in investing activities attributable to continuing operations (75,896 ) (23,003 ) (53,965 ) (152,864 ) Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (200,000 ) — — (200,000 ) Dividends (56,729 ) — — (56,729 ) Issuance of common stock, net of withholding taxes (20,656 ) — — (20,656 ) Excess tax benefits from stock-based awards 36,334 — 131 36,465 Purchase of noncontrolling interests — — (15,338 ) (15,338 ) Acquisition-related contingent consideration payments — (195 ) (5,510 ) (5,705 ) Intercompany 107,102 (206,557 ) 99,455 — Other, net 166 — 264 430 Net cash (used in) provided by financing activities attributable to continuing operations (133,783 ) (206,752 ) 79,002 (261,533 ) Total cash (used in) provided by continuing operations (334,099 ) 3,098 2,383 (328,618 ) Total cash (used in) provided by discontinued operations (246 ) — 3 (243 ) Effect of exchange rate changes on cash and cash equivalents — 2 (5,137 ) (5,135 ) Net (decrease) increase in cash and cash equivalents (334,345 ) 3,100 (2,751 ) (333,996 ) Cash and cash equivalents at beginning of period 766,076 1,021 223,308 990,405 Cash and cash equivalents at end of period $ 431,731 $ 4,121 $ 220,557 $ 656,409 Statement of cash flows for the six months ended June 30, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (38,576 ) $ 193,388 $ (6,041 ) $ 148,771 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (88,205 ) (15,175 ) (103,380 ) Capital expenditures (2,390 ) (16,477 ) (7,690 ) (26,557 ) Proceeds from maturities and sales of marketable debt securities 998 — — 998 Purchases of marketable debt securities (78,380 ) — — (78,380 ) Purchases of long-term investments (3,000 ) (6,761 ) (4,940 ) (14,701 ) Other, net — 11 2,176 2,187 Net cash used in investing activities attributable to continuing operations (82,772 ) (111,432 ) (25,629 ) (219,833 ) Cash flows from financing activities attributable to continuing operations: Dividends (40,086 ) — — (40,086 ) Issuance of common stock, net of withholding taxes (13,823 ) — — (13,823 ) Excess tax benefits from stock-based awards 22,116 — 10,773 32,889 Purchase of noncontrolling interests — (30,000 ) — (30,000 ) Funds returned from escrow for Meetic tender offer — — 12,354 12,354 Acquisition-related contingent consideration payments — (257 ) (7,373 ) (7,630 ) Intercompany 104,410 (51,723 ) (52,687 ) — Other, net (383 ) — 242 (141 ) Net cash provided by (used in) financing activities attributable to continuing operations 72,234 (81,980 ) (36,691 ) (46,437 ) Total cash used in continuing operations (49,114 ) (24 ) (68,361 ) (117,499 ) Total cash used in discontinued operations (116 ) — (41 ) (157 ) Effect of exchange rate changes on cash and cash equivalents — 24 4,514 4,538 Net decrease in cash and cash equivalents (49,230 ) — (63,888 ) (113,118 ) Cash and cash equivalents at beginning of period 782,022 — 318,422 1,100,444 Cash and cash equivalents at end of period $ 732,792 $ — $ 254,534 $ 987,326 |