GUARANTOR AND NONGUARANTOR FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The 2013 and 2012 Senior Notes are unconditionally guaranteed, jointly and severally, by certain domestic subsidiaries which are 100% owned by the Company. Following the closing of the Match Exchange Offer on November 16, 2015, Match Group and its subsidiaries were designated as unrestricted subsidiaries. The following tables present condensed consolidating financial information at December 31, 2015 and 2014 and for the years ended December 31, 2015 , 2014 and 2013 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 December 31, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 1,073,053 $ — $ 408,394 $ — $ 1,481,447 Marketable securities 27,578 — 11,622 — 39,200 Accounts receivable, net 33 117,337 132,707 — 250,077 Other current assets 30,813 48,884 94,589 — 174,286 Intercompany receivables — 570,607 1,029,863 (1,600,470 ) — Property and equipment, net 4,432 201,242 97,143 — 302,817 Goodwill — 830,642 1,414,722 — 2,245,364 Intangible assets, net — 139,160 301,668 — 440,828 Investment in subsidiaries 3,128,765 457,063 1,445 (3,587,273 ) — Other non-current assets 89,017 13,428 188,477 (14,991 ) 275,931 Total assets $ 4,353,691 $ 2,378,363 $ 3,680,630 $ (5,202,734 ) $ 5,209,950 Current portion of long-term debt $ — $ — $ 40,000 $ — $ 40,000 Accounts payable, trade 4,711 43,240 38,932 — 86,883 Other current liabilities 62,833 182,848 395,982 — 641,663 Long-term debt, net of current maturities 554,732 — 1,193,481 — 1,748,213 Income taxes payable 152 3,435 30,105 — 33,692 Intercompany liabilities 1,600,470 — — (1,600,470 ) — Other long-term liabilities 326,267 18,160 83,847 (14,991 ) 413,283 Redeemable noncontrolling interests — — 30,391 — 30,391 IAC shareholders' equity 1,804,526 2,130,680 1,456,593 (3,587,273 ) 1,804,526 Noncontrolling interests — — 411,299 — 411,299 Total liabilities and shareholders' equity $ 4,353,691 $ 2,378,363 $ 3,680,630 $ (5,202,734 ) $ 5,209,950 Balance sheet at December 31, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 762,231 $ — $ 228,174 $ — $ 990,405 Marketable securities 159,197 — 1,451 — 160,648 Accounts receivable, net 13 137,593 98,480 — 236,086 Other current assets 20,532 55,422 72,795 — 148,749 Intercompany receivables — 691,357 1,964,011 (2,655,368 ) — Property and equipment, net 4,950 207,407 90,102 — 302,459 Goodwill — 840,104 914,822 — 1,754,926 Intangible assets, net — 243,408 248,528 — 491,936 Investment in subsidiaries 5,035,304 466,165 — (5,501,469 ) — Other non-current assets 44,610 13,228 113,838 — 171,676 Total assets $ 6,026,837 $ 2,654,684 $ 3,732,201 $ (8,156,837 ) $ 4,256,885 Accounts payable, trade $ 3,059 $ 50,761 $ 27,343 $ — $ 81,163 Other current liabilities 73,491 187,698 331,348 — 592,537 Long-term debt 1,000,000 80,000 — — 1,080,000 Income taxes payable 2,240 2,929 27,466 — 32,635 Intercompany liabilities 2,655,368 — — (2,655,368 ) — Other long-term liabilities 300,726 59,889 76,366 — 436,981 Redeemable noncontrolling interests — — 40,427 — 40,427 IAC shareholders' equity 1,991,953 2,273,407 3,228,062 (5,501,469 ) 1,991,953 Noncontrolling interests — — 1,189 — 1,189 Total liabilities and shareholders' equity $ 6,026,837 $ 2,654,684 $ 3,732,201 $ (8,156,837 ) $ 4,256,885 Statement of operations for the year ended December 31, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,704,841 $ 1,536,101 $ (10,009 ) $ 3,230,933 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 720 367,704 410,927 (1,190 ) 778,161 Selling and marketing expense 3,210 852,173 499,053 (8,860 ) 1,345,576 General and administrative expense 93,090 178,861 253,637 41 525,629 Product development expense 4,311 93,769 87,686 — 185,766 Depreciation 1,918 27,890 32,397 — 62,205 Amortization of intangibles — 104,180 35,772 — 139,952 Goodwill impairment — 14,056 — — 14,056 Total operating costs and expenses 103,249 1,638,633 1,319,472 (10,009 ) 3,051,345 Operating (loss) income (103,249 ) 66,208 216,629 — 179,588 Equity in earnings of unconsolidated affiliates 215,462 13,477 1,204 (229,371 ) 772 Interest expense (49,405 ) (6,130 ) (18,101 ) — (73,636 ) Other (expense) income, net (3,571 ) 28,077 11,643 — 36,149 Earnings from continuing operations before income taxes 59,237 101,632 211,375 (229,371 ) 142,873 Income tax benefit (provision) 60,218 (36,425 ) (53,309 ) — (29,516 ) Earnings from continuing operations 119,455 65,207 158,066 (229,371 ) 113,357 Earnings (loss) from discontinued operations, net of tax 17 — (12 ) 12 17 Net earnings 119,472 65,207 158,054 (229,359 ) 113,374 Net loss attributable to noncontrolling interests — — 6,098 — 6,098 Net earnings attributable to IAC shareholders $ 119,472 $ 65,207 $ 164,152 $ (229,359 ) $ 119,472 Comprehensive income attributable to IAC shareholders $ 55,069 $ 61,730 $ 98,323 $ (160,053 ) $ 55,069 Statement of operations for the year ended December 31, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,694,844 $ 1,426,542 $ (11,839 ) $ 3,109,547 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 998 438,729 423,230 (2,753 ) 860,204 Selling and marketing expense 2,138 715,646 437,928 (8,303 ) 1,147,409 General and administrative expense 105,221 148,026 190,318 45 443,610 Product development expense 6,496 83,216 71,631 (828 ) 160,515 Depreciation 1,426 26,182 33,548 — 61,156 Amortization of intangibles — 33,587 24,339 — 57,926 Total operating costs and expenses 116,279 1,445,386 1,180,994 (11,839 ) 2,730,820 Operating (loss) income (116,279 ) 249,458 245,548 — 378,727 Equity in earnings (losses) of unconsolidated affiliates 253,582 (6,440 ) 451 (257,290 ) (9,697 ) Interest expense (51,988 ) (4,229 ) (97 ) — (56,314 ) Other income (expense), net 2,688 12,533 (58,008 ) — (42,787 ) Earnings from continuing operations before income taxes 88,003 251,322 187,894 (257,290 ) 269,929 Income tax benefit (provision) 152,197 (98,198 ) (89,371 ) — (35,372 ) Earnings from continuing operations 240,200 153,124 98,523 (257,290 ) 234,557 Earnings from discontinued operations, net of tax 174,673 — 570 (570 ) 174,673 Net earnings 414,873 153,124 99,093 (257,860 ) 409,230 Net loss attributable to noncontrolling interests — — 5,643 — 5,643 Net earnings attributable to IAC shareholders $ 414,873 $ 153,124 $ 104,736 $ (257,860 ) $ 414,873 Comprehensive income attributable to IAC shareholders $ 340,219 $ 144,926 $ 33,229 $ (178,155 ) $ 340,219 Statement of operations for the year ended December 31, 2013: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,660,113 $ 1,366,989 $ (4,115 ) $ 3,022,987 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 2,456 537,948 439,813 (2,860 ) 977,357 Selling and marketing expense 2,563 591,543 389,801 (1,133 ) 982,774 General and administrative expense 97,025 127,731 153,508 (122 ) 378,142 Product development expense 4,685 77,153 57,921 — 139,759 Depreciation 1,386 27,609 29,914 — 58,909 Amortization of intangibles — 37,890 21,953 — 59,843 Total operating costs and expenses 108,115 1,399,874 1,092,910 (4,115 ) 2,596,784 Operating (loss) income (108,115 ) 260,239 274,079 — 426,203 Equity in earnings (losses) of unconsolidated affiliates 439,925 38,619 (303 ) (484,856 ) (6,615 ) Interest expense (29,417 ) (3,957 ) (222 ) — (33,596 ) Other (expense) income, net (35,331 ) (18,653 ) 84,293 — 30,309 Earnings from continuing operations before income taxes 267,062 276,248 357,847 (484,856 ) 416,301 Income tax benefit (provision) 16,796 (81,803 ) (69,495 ) — (134,502 ) Earnings from continuing operations 283,858 194,445 288,352 (484,856 ) 281,799 Earnings (loss) from discontinued operations, net of tax 1,926 — (39 ) 39 1,926 Net earnings 285,784 194,445 288,313 (484,817 ) 283,725 Net loss attributable to noncontrolling interests — — 2,059 — 2,059 Net earnings attributable to IAC shareholders $ 285,784 $ 194,445 $ 290,372 $ (484,817 ) $ 285,784 Comprehensive income attributable to IAC shareholders $ 304,907 $ 195,308 $ 301,073 $ (496,381 ) $ 304,907 Statement of cash flows for the year ended December 31, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (139,227 ) $ 235,424 $ 253,208 $ 349,405 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (6,078 ) (611,324 ) (617,402 ) Capital expenditures (1,332 ) (23,628 ) (37,089 ) (62,049 ) Proceeds from maturities and sales of marketable debt securities 218,462 — — 218,462 Purchases of marketable debt securities (93,134 ) — — (93,134 ) Proceeds from sales of long-term investments and a business 1,277 — 8,136 9,413 Purchases of long-term investments (6,978 ) — (27,492 ) (34,470 ) Other, net 3,613 (364 ) (6,790 ) (3,541 ) Net cash provided by (used in) investing activities attributable to continuing operations 121,908 (30,070 ) (674,559 ) (582,721 ) Cash flows from financing activities attributable to continuing operations: Borrowings under Match Group Term Loan — — 788,000 788,000 Debt issuance costs (1,876 ) — (17,174 ) (19,050 ) Fees and expenses related to note exchange — — (6,954 ) (6,954 ) Principal payments on long-term debt — (80,000 ) — (80,000 ) Proceeds from Match Group initial public offering, net of fees and expenses — — 428,789 428,789 Purchase of treasury stock (200,000 ) — — (200,000 ) Dividends (113,196 ) — — (113,196 ) Issuance of common stock, net of withholding taxes (38,418 ) — — (38,418 ) Repurchase of stock-based awards — — (23,431 ) (23,431 ) Excess tax benefits from stock-based awards 18,034 — 38,384 56,418 Purchase of noncontrolling interests — — (32,207 ) (32,207 ) Acquisition-related contingent consideration payments — (240 ) (5,510 ) (5,750 ) Intercompany 683,571 (125,114 ) (558,457 ) — Other, net (19,834 ) — 441 (19,393 ) Net cash provided by (used in) financing activities attributable to continuing operations 328,281 (205,354 ) 611,881 734,808 Total cash provided by continuing operations 310,962 — 190,530 501,492 Total cash used in discontinued operations (140 ) — (12 ) (152 ) Effect of exchange rate changes on cash and cash equivalents — — (10,298 ) (10,298 ) Net increase in cash and cash equivalents 310,822 — 180,220 491,042 Cash and cash equivalents at beginning of period 762,231 — 228,174 990,405 Cash and cash equivalents at end of period $ 1,073,053 $ — $ 408,394 $ 1,481,447 Statement of cash flows for the year ended December 31, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (109,745 ) $ 326,206 $ 207,587 $ 424,048 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (100,683 ) (158,708 ) (259,391 ) Capital expenditures (1,843 ) (27,755 ) (27,635 ) (57,233 ) Proceeds from maturities and sales of marketable debt securities 21,644 — — 21,644 Purchases of marketable debt securities (175,826 ) — — (175,826 ) Proceeds from sales of long-term investments and a business — — 58,388 58,388 Purchases of long-term investments (4,800 ) (2,087 ) (17,447 ) (24,334 ) Other, net (2,000 ) 11 (1,053 ) (3,042 ) Net cash used in investing activities attributable to continuing operations (162,825 ) (130,514 ) (146,455 ) (439,794 ) Cash flows from financing activities attributable to continuing operations: Debt issuance costs (383 ) — — (383 ) Dividends (97,338 ) — — (97,338 ) Issuance of common stock, net of withholding taxes 1,609 — — 1,609 Excess tax benefits from stock-based awards 29,186 — 15,771 44,957 Purchase of noncontrolling interests — — (33,165 ) (33,165 ) Acquisition-related contingent consideration payment — (736 ) (7,373 ) (8,109 ) Funds transferred to escrow for Meetic tender offer — — 12,354 12,354 Intercompany 321,192 (193,672 ) (127,520 ) — Other, net — (1,310 ) 405 (905 ) Net cash provided by (used in) financing activities attributable to continuing operations 254,266 (195,718 ) (139,528 ) (80,980 ) Total cash used in continuing operations (18,304 ) (26 ) (78,396 ) (96,726 ) Total cash used in discontinued operations (116 ) — (29 ) (145 ) Effect of exchange rate changes on cash and cash equivalents — 26 (13,194 ) (13,168 ) Net decrease in cash and cash equivalents (18,420 ) — (91,619 ) (110,039 ) Cash and cash equivalents at beginning of period 780,651 — 319,793 1,100,444 Cash and cash equivalents at end of period $ 762,231 $ — $ 228,174 $ 990,405 Statement of cash flows for the year ended December 31, 2013: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (84,317 ) $ 336,453 $ 158,825 $ 410,961 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (1,356 ) (39,078 ) (40,434 ) Capital expenditures (1,387 ) (54,377 ) (24,547 ) (80,311 ) Proceeds from maturities and sales of marketable debt securities 12,502 — — 12,502 Proceeds from sales of long-term investments and assets 7,839 — 75,252 83,091 Purchases of long-term investments (17,814 ) — (33,266 ) (51,080 ) Other, net — 220 (3,749 ) (3,529 ) Net cash provided by (used in) investing activities attributable to continuing operations 1,140 (55,513 ) (25,388 ) (79,761 ) Cash flows from financing activities attributable to continuing operations: Debt issuance costs (7,399 ) — — (7,399 ) Proceeds from issuance of long-term debt 500,000 — — 500,000 Principal payments on long-term debt (15,844 ) — — (15,844 ) Purchase of treasury stock (264,214 ) — — (264,214 ) Dividends (79,189 ) — — (79,189 ) Issuance of common stock, net of withholding taxes (5,077 ) — — (5,077 ) Excess tax benefits from stock-based awards 21,317 — 11,574 32,891 Purchase of noncontrolling interests — — (67,947 ) (67,947 ) Acquisition-related contingent consideration payments — (256 ) — (256 ) Funds transferred to escrow for Meetic tender offer — — (71,512 ) (71,512 ) Intercompany 216,730 (279,779 ) 63,049 — Other, net — (917 ) (2,870 ) (3,787 ) Net cash provided by (used in) financing activities attributable to continuing operations 366,324 (280,952 ) (67,706 ) 17,666 Total cash provided by (used in) continuing operations 283,147 (12 ) 65,731 348,866 Total cash used in discontinued operations (1,828 ) — (49 ) (1,877 ) Effect of exchange rate changes on cash and cash equivalents — 12 3,466 3,478 Net increase in cash and cash equivalents 281,319 — 69,148 350,467 Cash and cash equivalents at beginning of period 499,332 — 250,645 749,977 Cash and cash equivalents at end of period $ 780,651 $ — $ 319,793 $ 1,100,444 |