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 which are 100% owned by the Company. The following tables present condensed consolidating financial information at March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 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 March 31, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 804,901 $ — $ 433,763 $ — $ 1,238,664 Time deposits — — 87,500 — 87,500 Marketable securities 94,694 — 11,622 — 106,316 Accounts receivable, net — 112,952 121,594 — 234,546 Other current assets 81,993 49,534 85,776 — 217,303 Intercompany receivables — 590,082 1,167,912 (1,757,994 ) — Property and equipment, net 5,668 199,202 100,093 — 304,963 Goodwill — 776,571 1,421,987 — 2,198,558 Intangible assets, net — 136,796 290,028 — 426,824 Investment in subsidiaries 3,661,162 570,325 — (4,231,487 ) — Other non-current assets 58,940 10,797 178,024 (10,092 ) 237,669 Total assets $ 4,707,358 $ 2,446,259 $ 3,898,299 $ (5,999,573 ) $ 5,052,343 Current portion of long-term debt $ 25,000 $ — $ 40,000 $ — $ 65,000 Accounts payable, trade 2,658 53,242 40,603 — 96,503 Other current liabilities 38,360 167,389 409,690 — 615,439 Long-term debt, net of current portion 492,975 — 1,167,897 — 1,660,872 Income taxes payable 447 3,931 29,497 — 33,875 Intercompany liabilities 1,757,994 — — (1,757,994 ) — Other long-term liabilities 324,486 18,863 92,754 (10,092 ) 426,011 Redeemable noncontrolling interests — — 28,132 — 28,132 IAC shareholders' equity 2,065,438 2,202,834 2,028,653 (4,231,487 ) 2,065,438 Noncontrolling interests — — 61,073 — 61,073 Total liabilities and shareholders' equity $ 4,707,358 $ 2,446,259 $ 3,898,299 $ (5,999,573 ) $ 5,052,343 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 — (3,585,828 ) — Other non-current assets 84,368 13,428 171,867 (14,991 ) 254,672 Total assets $ 4,349,042 $ 2,378,363 $ 3,662,575 $ (5,201,289 ) $ 5,188,691 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 portion 550,083 — 1,176,871 — 1,726,954 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 1,455,148 (3,585,828 ) 1,804,526 Noncontrolling interests — — 411,299 — 411,299 Total liabilities and shareholders' equity $ 4,349,042 $ 2,378,363 $ 3,662,575 $ (5,201,289 ) $ 5,188,691 Statement of operations for the three months ended March 31, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 402,952 $ 419,105 $ (2,878 ) $ 819,179 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 212 82,699 111,434 (611 ) 193,734 Selling and marketing expense 889 215,702 168,025 (2,275 ) 382,341 General and administrative expense 18,972 46,656 70,606 8 136,242 Product development expense 1,379 26,608 27,843 — 55,830 Depreciation 437 7,220 8,138 — 15,795 Amortization of intangibles — 2,364 11,456 — 13,820 Total operating costs and expenses 21,889 381,249 397,502 (2,878 ) 797,762 Operating (loss) income (21,889 ) 21,703 21,603 — 21,417 Equity in earnings of unconsolidated affiliates 34,463 7,091 — (41,554 ) — Interest expense (7,418 ) — (20,442 ) — (27,860 ) Other (expense) income, net (9,985 ) 3,632 22,250 — 15,897 (Loss) earnings from continuing operations before income taxes (4,829 ) 32,426 23,411 (41,554 ) 9,454 Income tax benefit (provision) 13,111 (9,975 ) (4,656 ) — (1,520 ) Earnings from continuing operations 8,282 22,451 18,755 (41,554 ) 7,934 Earnings from discontinued operations, net of tax — — — — — Net earnings 8,282 22,451 18,755 (41,554 ) 7,934 Net loss attributable to noncontrolling interests — — 348 — 348 Net earnings attributable to IAC shareholders $ 8,282 $ 22,451 $ 19,103 $ (41,554 ) $ 8,282 Comprehensive income attributable to IAC shareholders $ 28,290 $ 28,949 $ 34,826 $ (63,775 ) $ 28,290 Statement of operations for the three months ended March 31, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 429,961 $ 344,882 $ (2,331 ) $ 772,512 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 245 91,722 95,018 (248 ) 186,737 Selling and marketing expense 1,055 221,701 141,817 (2,091 ) 362,482 General and administrative expense 24,064 41,520 49,202 8 114,794 Product development expense 2,177 22,628 20,452 — 45,257 Depreciation 401 6,735 8,432 — 15,568 Amortization of intangibles — 4,604 7,951 — 12,555 Total operating costs and expenses 27,942 388,910 322,872 (2,331 ) 737,393 Operating (loss) income (27,942 ) 41,051 22,010 — 35,119 Equity in earnings (losses) of unconsolidated affiliates 57,455 (12,152 ) — (45,303 ) — Interest expense (12,990 ) (1,038 ) (36 ) — (14,064 ) Other (expense) income, net (9,352 ) 9,469 6,871 — 6,988 Earnings from continuing operations before income taxes 7,171 37,330 28,845 (45,303 ) 28,043 Income tax benefit (provision) 19,109 (19,764 ) (5,525 ) — (6,180 ) Earnings from continuing operations 26,280 17,566 23,320 (45,303 ) 21,863 Earnings from discontinued operations, net of tax 125 — — — 125 Net earnings 26,405 17,566 23,320 (45,303 ) 21,988 Net loss attributable to noncontrolling interests — — 4,417 — 4,417 Net earnings attributable to IAC shareholders $ 26,405 $ 17,566 $ 27,737 $ (45,303 ) $ 26,405 Comprehensive (loss) income attributable to IAC shareholders $ (29,168 ) $ 11,772 $ (28,998 ) $ 17,226 $ (29,168 ) Statement of cash flows for the three months ended March 31, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (59,129 ) $ 44,386 $ 38,840 $ 24,097 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — — (2,252 ) (2,252 ) Capital expenditures (281 ) (7,482 ) (8,327 ) (16,090 ) Purchase of time deposits — — (87,500 ) (87,500 ) Purchases of marketable debt securities (66,891 ) — — (66,891 ) Purchases of long-term investments — — (813 ) (813 ) Net proceeds from the sale of a business and long-term investments 10,000 — 83,097 93,097 Other, net — 155 4,225 4,380 Net cash used in investing activities attributable to continuing operations (57,172 ) (7,327 ) (11,570 ) (76,069 ) Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (135,938 ) — — (135,938 ) Principal payment on long-term debt — — (10,000 ) (10,000 ) Repurchase of Senior Notes (32,912 ) — — (32,912 ) Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes (14,919 ) — — (14,919 ) Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — — (4,453 ) (4,453 ) Excess tax benefits from stock-based awards 11,220 — 4,044 15,264 Purchase of noncontrolling interests (1,400 ) — — (1,400 ) Acquisition-related contingent consideration payments — (312 ) — (312 ) Intercompany 27,098 (36,747 ) 9,649 — Other, net (5,000 ) — (856 ) (5,856 ) Net cash used in financing activities attributable to continuing operations (151,851 ) (37,059 ) (1,616 ) (190,526 ) Total cash (used in) provided by continuing operations (268,152 ) — 25,654 (242,498 ) Effect of exchange rate changes on cash and cash equivalents — — (285 ) (285 ) Net (decrease) increase in cash and cash equivalents (268,152 ) — 25,369 (242,783 ) Cash and cash equivalents at beginning of period 1,073,053 — 408,394 1,481,447 Cash and cash equivalents at end of period $ 804,901 $ — $ 433,763 $ 1,238,664 Statement of cash flows for the three months ended March 31, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (41,099 ) $ 29,603 $ 7,686 $ (3,810 ) Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (1,900 ) (3,809 ) (5,709 ) Capital expenditures (935 ) (5,815 ) (6,126 ) (12,876 ) Proceeds from maturities and sales of marketable debt securities 6,050 — — 6,050 Purchases of marketable debt securities (47,930 ) — — (47,930 ) Purchases of long-term investments — — (8,345 ) (8,345 ) Net proceeds from the sale of a business and long-term investments — — 115 115 Other, net 3,615 48 (935 ) 2,728 Net cash used in investing activities attributable to continuing operations (39,200 ) (7,667 ) (19,100 ) (65,967 ) Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (200,000 ) — — (200,000 ) Dividends (28,675 ) — — (28,675 ) Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes (10,339 ) — — (10,339 ) Excess tax benefits from stock-based awards 4,011 — 12,835 16,846 Purchase of noncontrolling interests — — (15,338 ) (15,338 ) Acquisition-related contingent consideration payments — (180 ) — (180 ) Intercompany 17,955 (21,756 ) 3,801 — Other, net — — 110 110 Net cash (used in) provided by financing activities attributable to continuing operations (217,048 ) (21,936 ) 1,408 (237,576 ) Total cash used in continuing operations (297,347 ) — (10,006 ) (307,353 ) Effect of exchange rate changes on cash and cash equivalents — — (11,455 ) (11,455 ) Net decrease in cash and cash equivalents (297,347 ) — (21,461 ) (318,808 ) Cash and cash equivalents at beginning of period 762,231 — 228,174 990,405 Cash and cash equivalents at end of period $ 464,884 $ — $ 206,713 $ 671,597 |