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 June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 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 June 30, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 680,859 $ — $ 565,125 $ — $ 1,245,984 Marketable securities 79,208 — — — 79,208 Accounts receivable, net — 88,726 100,765 — 189,491 Other current assets 124,877 44,075 109,233 — 278,185 Intercompany receivables — 634,253 1,157,945 (1,792,198 ) — Property and equipment, net 5,190 193,923 107,886 — 306,999 Goodwill — 529,403 1,408,272 — 1,937,675 Intangible assets, net — 106,734 288,528 — 395,262 Investment in subsidiaries 3,520,513 597,981 — (4,118,494 ) — Other non-current assets 51,803 104,751 179,700 (109,036 ) 227,218 Total assets $ 4,462,450 $ 2,299,846 $ 3,917,454 $ (6,019,728 ) $ 4,660,022 Current portion of long-term debt $ 50,000 $ — $ — $ — $ 50,000 Accounts payable, trade 3,089 37,191 21,469 — 61,749 Other current liabilities 28,622 105,392 446,443 — 580,457 Long-term debt, net of current portion 440,471 — 1,214,788 — 1,655,259 Income taxes payable 445 3,937 28,701 — 33,083 Intercompany liabilities 1,792,198 — — (1,792,198 ) — Other long-term liabilities 333,175 18,671 99,310 (109,036 ) 342,120 Redeemable noncontrolling interests — — 38,421 — 38,421 IAC shareholders' equity 1,814,450 2,134,655 1,983,839 (4,118,494 ) 1,814,450 Noncontrolling interests — — 84,483 — 84,483 Total liabilities and shareholders' equity $ 4,462,450 $ 2,299,846 $ 3,917,454 $ (6,019,728 ) $ 4,660,022 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 33 115,280 134,764 — 250,077 Other current assets 30,813 46,128 97,345 — 174,286 Intercompany receivables — 637,324 963,146 (1,600,470 ) — Property and equipment, net 4,432 198,890 99,495 — 302,817 Goodwill — 776,569 1,468,795 — 2,245,364 Intangible assets, net — 135,817 305,011 — 440,828 Investment in subsidiaries 3,128,765 466,601 — (3,595,366 ) — Other non-current assets 84,368 11,258 174,038 (14,992 ) 254,672 Total assets $ 4,349,042 $ 2,387,867 $ 3,662,610 $ (5,210,828 ) $ 5,188,691 Current portion of long-term debt $ — $ — $ 40,000 $ — $ 40,000 Accounts payable, trade 4,711 42,104 40,068 — 86,883 Other current liabilities 62,833 140,077 438,753 — 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 83,848 (14,992 ) 413,283 Redeemable noncontrolling interests — — 30,391 — 30,391 IAC shareholders' equity 1,804,526 2,184,091 1,411,275 (3,595,366 ) 1,804,526 Noncontrolling interests — — 411,299 — 411,299 Total liabilities and shareholders' equity $ 4,349,042 $ 2,387,867 $ 3,662,610 $ (5,210,828 ) $ 5,188,691 Statement of operations for the three months ended June 30, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 322,969 $ 426,355 $ (3,885 ) $ 745,439 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 381 69,374 101,274 (632 ) 170,397 Selling and marketing expense 871 162,835 135,080 (3,261 ) 295,525 General and administrative expense 24,860 43,842 83,425 8 152,135 Product development expense 1,739 20,098 28,074 — 49,911 Depreciation 415 7,215 9,945 — 17,575 Amortization of intangibles — 27,098 9,877 — 36,975 Goodwill impairment — 253,245 22,122 — 275,367 Total operating costs and expenses 28,266 583,707 389,797 (3,885 ) 997,885 Operating (loss) income (28,266 ) (260,738 ) 36,558 — (252,446 ) Equity in losses of unconsolidated affiliates (150,210 ) (18,821 ) — 169,031 — Interest expense (6,996 ) — (20,648 ) — (27,644 ) Other (expense) income, net (18,989 ) 1,874 9,923 — (7,192 ) (Loss) earnings from continuing operations before income taxes (204,461 ) (277,685 ) 25,833 169,031 (287,282 ) Income tax benefit (provision) 9,686 93,393 (6,339 ) — 96,740 (Loss) earnings from continuing operations (194,775 ) (184,292 ) 19,494 169,031 (190,542 ) Earnings from discontinued operations, net of tax — — — — — Net (loss) earnings (194,775 ) (184,292 ) 19,494 169,031 (190,542 ) Net earnings attributable to noncontrolling interests — — (4,233 ) — (4,233 ) Net (loss) earnings attributable to IAC shareholders $ (194,775 ) $ (184,292 ) $ 15,261 $ 169,031 $ (194,775 ) Comprehensive (loss) income attributable to IAC shareholders $ (201,218 ) $ (171,896 ) $ 8,957 $ 162,939 $ (201,218 ) Statement of operations for the three months ended June 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 397,941 $ 376,079 $ (2,888 ) $ 771,132 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 294 81,348 96,514 (193 ) 177,963 Selling and marketing expense 1,010 204,791 121,611 (2,702 ) 324,710 General and administrative expense 33,942 39,149 56,251 7 129,349 Product development expense 2,330 20,974 23,126 — 46,430 Depreciation 426 6,755 8,319 — 15,500 Amortization of intangibles — 4,182 10,229 — 14,411 Total operating costs and expenses 38,002 357,199 316,050 (2,888 ) 708,363 Operating (loss) income (38,002 ) 40,742 60,029 — 62,769 Equity in earnings of unconsolidated affiliates 75,197 14,415 — (89,612 ) — Interest expense (12,992 ) (2,160 ) (62 ) — (15,214 ) Other (expense) income, net (7,506 ) 16,177 (10,309 ) — (1,638 ) Earnings from continuing operations before income taxes 16,697 69,174 49,658 (89,612 ) 45,917 Income tax benefit (provision) 42,761 (21,597 ) (9,196 ) — 11,968 Earnings from continuing operations 59,458 47,577 40,462 (89,612 ) 57,885 (Loss) earnings from discontinued operations, net of tax (153 ) — 3 (3 ) (153 ) Net earnings 59,305 47,577 40,465 (89,615 ) 57,732 Net loss attributable to noncontrolling interests — — 1,573 — 1,573 Net earnings attributable to IAC shareholders $ 59,305 $ 47,577 $ 42,038 $ (89,615 ) $ 59,305 Comprehensive income attributable to IAC shareholders $ 72,283 $ 48,886 $ 51,085 $ (99,971 ) $ 72,283 Statement of operations for the six months ended June 30, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 707,479 $ 863,902 $ (6,763 ) $ 1,564,618 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 592 142,191 222,591 (1,243 ) 364,131 Selling and marketing expense 1,760 371,606 310,036 (5,536 ) 677,866 General and administrative expense 43,833 83,714 160,814 16 288,377 Product development expense 3,118 44,516 58,107 — 105,741 Depreciation 852 14,188 18,330 — 33,370 Amortization of intangibles — 29,083 21,712 — 50,795 Goodwill impairment — 253,245 22,122 — 275,367 Total operating costs and expenses 50,155 938,543 813,712 (6,763 ) 1,795,647 Operating (loss) income (50,155 ) (231,064 ) 50,190 — (231,029 ) Equity in losses of unconsolidated affiliates (116,667 ) (10,961 ) — 127,628 — Interest expense (14,414 ) — (41,090 ) — (55,504 ) Other (expense) income, net (28,972 ) 5,978 31,699 — 8,705 (Loss) earnings from continuing operations before income taxes (210,208 ) (236,047 ) 40,799 127,628 (277,828 ) Income tax benefit (provision) 23,715 80,177 (8,672 ) — 95,220 (Loss) earnings from continuing operations (186,493 ) (155,870 ) 32,127 127,628 (182,608 ) Earnings from discontinued operations, net of tax — — — — — Net (loss) earnings (186,493 ) (155,870 ) 32,127 127,628 (182,608 ) Net earnings attributable to noncontrolling interests — — (3,885 ) — (3,885 ) Net (loss) earnings attributable to IAC shareholders $ (186,493 ) $ (155,870 ) $ 28,242 $ 127,628 $ (186,493 ) Comprehensive (loss) income attributable to IAC shareholders $ (172,928 ) $ (136,977 ) $ 37,659 $ 99,318 $ (172,928 ) Statement of operations for the six months ended June 30, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 812,355 $ 736,508 $ (5,219 ) $ 1,543,644 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 539 166,787 197,814 (440 ) 364,700 Selling and marketing expense 2,065 418,156 271,764 (4,793 ) 687,192 General and administrative expense 58,006 74,083 112,040 14 244,143 Product development expense 4,507 41,572 45,608 — 91,687 Depreciation 827 13,380 16,861 — 31,068 Amortization of intangibles — 8,363 18,603 — 26,966 Total operating costs and expenses 65,944 722,341 662,690 (5,219 ) 1,445,756 Operating (loss) income (65,944 ) 90,014 73,818 — 97,888 Equity in earnings of unconsolidated affiliates 137,931 2,868 — (140,799 ) — Interest expense (25,982 ) (3,198 ) (98 ) — (29,278 ) Other (expense) income, net (16,859 ) 25,633 (3,424 ) — 5,350 Earnings from continuing operations before income taxes 29,146 115,317 70,296 (140,799 ) 73,960 Income tax benefit (provision) 56,592 (44,375 ) (6,429 ) — 5,788 Earnings from continuing operations 85,738 70,942 63,867 (140,799 ) 79,748 (Loss) earnings from discontinued operations, net of tax (28 ) — 3 (3 ) (28 ) Net earnings 85,710 70,942 63,870 (140,802 ) 79,720 Net loss attributable to noncontrolling interests — — 5,990 — 5,990 Net earnings attributable to IAC shareholders $ 85,710 $ 70,942 $ 69,860 $ (140,802 ) $ 85,710 Comprehensive income attributable to IAC shareholders $ 43,115 $ 66,457 $ 22,172 $ (88,629 ) $ 43,115 Statement of cash flows for the six months ended June 30, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (83,685 ) $ 76,888 $ 72,726 $ 65,929 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — — (2,524 ) (2,524 ) Capital expenditures (299 ) (11,256 ) (23,578 ) (35,133 ) Purchase of time deposits — — (87,500 ) (87,500 ) Proceeds from maturities of time deposits — — 87,500 87,500 Proceeds from maturities and sales of marketable debt securities 32,500 — — 32,500 Purchases of marketable debt securities (79,366 ) — — (79,366 ) Purchases of investments — — (5,056 ) (5,056 ) Net proceeds from the sale of businesses and investments 10,000 — 93,735 103,735 Other, net — 158 4,657 4,815 Net cash (used in) provided by investing activities attributable to continuing operations (37,165 ) (11,098 ) 67,234 18,971 Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (214,635 ) — — (214,635 ) Proceeds from Match Group 2016 Senior Notes offering — — 400,000 400,000 Principal payments on Match Group Term Loan — — (410,000 ) (410,000 ) Debt issuance costs — — (4,621 ) (4,621 ) Repurchase of Senior Notes (61,110 ) — — (61,110 ) Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes (13,097 ) — — (13,097 ) Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — — 2,176 2,176 Excess tax benefits from stock-based awards 16,651 — 5,220 21,871 Purchase of noncontrolling interests (1,400 ) — (1,011 ) (2,411 ) Acquisition-related contingent consideration payments — (321 ) (1,829 ) (2,150 ) Increase in restricted cash related to bond redemptions (30,002 ) — — (30,002 ) Intercompany 31,974 (65,469 ) 33,495 — Other, net 275 — (763 ) (488 ) Net cash (used in) provided by financing activities attributable to continuing operations (271,344 ) (65,790 ) 22,667 (314,467 ) Total cash (used in) provided by continuing operations (392,194 ) — 162,627 (229,567 ) Effect of exchange rate changes on cash and cash equivalents — — (5,896 ) (5,896 ) Net (decrease) increase in cash and cash equivalents (392,194 ) — 156,731 (235,463 ) Cash and cash equivalents at beginning of period 1,073,053 — 408,394 1,481,447 Cash and cash equivalents at end of period $ 680,859 $ — $ 565,125 $ 1,245,984 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 $ (107,149 ) $ 129,741 $ 63,187 $ 85,779 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (2,574 ) (40,712 ) (43,286 ) Capital expenditures (988 ) (11,533 ) (14,295 ) (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 investments — — (12,840 ) (12,840 ) Net proceeds from the sale of businesses and investments — — 6,203 6,203 Other, net 3,613 48 (1,265 ) 2,396 Net cash used in investing activities attributable to continuing operations (75,896 ) (14,059 ) (62,909 ) (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 IAC common stock pursuant to stock-based awards, net of withholding taxes (20,656 ) — — (20,656 ) Excess tax benefits from stock-based awards 19,064 — 17,401 36,465 Purchase of noncontrolling interests — — (15,338 ) (15,338 ) Acquisition-related contingent consideration payments — (195 ) (5,510 ) (5,705 ) Intercompany 107,529 (115,487 ) 7,958 — Other, net 166 — 264 430 Net cash (used in) provided by financing activities attributable to continuing operations (150,626 ) (115,682 ) 4,775 (261,533 ) Total cash (used in) provided by continuing operations (333,671 ) — 5,053 (328,618 ) Total cash (used in) provided by discontinued operations (246 ) — 3 (243 ) Effect of exchange rate changes on cash and cash equivalents — — (5,135 ) (5,135 ) Net decrease in cash and cash equivalents (333,917 ) — (79 ) (333,996 ) Cash and cash equivalents at beginning of period 762,231 — 228,174 990,405 Cash and cash equivalents at end of period $ 428,314 $ — $ 228,095 $ 656,409 |