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 December 31, 2016 and 2015 and for the years ended December 31, 2016 , 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 December 31, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 552,699 $ — $ 776,488 $ — $ 1,329,187 Marketable securities 89,342 — — — 89,342 Accounts receivable, net — 90,807 129,331 — 220,138 Other current assets 71,152 30,515 102,401 — 204,068 Intercompany receivables — 735,108 1,047,757 (1,782,865 ) — Property and equipment, net 4,350 178,806 123,092 — 306,248 Goodwill — 521,740 1,402,312 — 1,924,052 Intangible assets, net — 83,179 272,272 — 355,451 Investment in subsidiaries 3,659,570 557,802 — (4,217,372 ) — Other non-current assets 52,228 111,037 169,595 (115,473 ) 217,387 Total assets $ 4,429,341 $ 2,308,994 $ 4,023,248 $ (6,115,710 ) $ 4,645,873 Current portion of long-term debt $ 20,000 $ — $ — $ — $ 20,000 Accounts payable, trade 2,697 38,283 21,883 — 62,863 Other current liabilities 42,159 120,279 468,087 — 630,525 Long-term debt, net of current portion 405,991 — 1,176,493 — 1,582,484 Income taxes payable — 3,470 30,274 (216 ) 33,528 Intercompany liabilities 1,782,865 — — (1,782,865 ) — Other long-term liabilities 306,407 22,714 59,112 (115,257 ) 272,976 Redeemable noncontrolling interests — — 32,827 — 32,827 IAC shareholders' equity 1,869,222 2,124,248 2,093,124 (4,217,372 ) 1,869,222 Noncontrolling interests — — 141,448 — 141,448 Total liabilities and shareholders' equity $ 4,429,341 $ 2,308,994 $ 4,023,248 $ (6,115,710 ) $ 4,645,873 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 year ended December 31, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,381,525 $ 1,771,568 $ (13,211 ) $ 3,139,882 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 859 302,293 452,990 (412 ) 755,730 Selling and marketing expense 2,353 692,953 564,720 (12,929 ) 1,247,097 General and administrative expense 89,583 158,781 281,952 130 530,446 Product development expense 4,807 83,585 124,373 — 212,765 Depreciation 1,610 31,366 38,700 — 71,676 Amortization of intangibles — 41,157 38,269 — 79,426 Goodwill impairment — 253,245 22,122 — 275,367 Total operating costs and expenses 99,212 1,563,380 1,523,126 (13,211 ) 3,172,507 Operating (loss) income (99,212 ) (181,855 ) 248,442 — (32,625 ) Equity in earnings (losses) of unconsolidated affiliates 49,536 (23,573 ) — (25,963 ) — Interest expense (26,876 ) — (82,234 ) — (109,110 ) Other (expense) income, net (2,059 ) 10,040 52,480 — 60,461 (Loss) earnings from continuing operations before income taxes (78,611 ) (195,388 ) 218,688 (25,963 ) (81,274 ) Income tax benefit (provision) 37,142 60,504 (32,712 ) — 64,934 (Loss) earnings from continuing operations (41,469 ) (134,884 ) 185,976 (25,963 ) (16,340 ) Earnings from discontinued operations, net of tax 189 — 9 (9 ) 189 Net (loss) earnings (41,280 ) (134,884 ) 185,985 (25,972 ) (16,151 ) Net earnings attributable to noncontrolling interests — — (25,129 ) — (25,129 ) Net (loss) earnings attributable to IAC shareholders $ (41,280 ) $ (134,884 ) $ 160,856 $ (25,972 ) $ (41,280 ) Comprehensive (loss) income attributable to IAC shareholders $ (76,431 ) $ (115,899 ) $ 114,376 $ 1,523 $ (76,431 ) Statement of operations for the year ended December 31, 2015: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,635,345 $ 1,605,597 $ (10,009 ) $ 3,230,933 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 720 334,931 443,700 (1,190 ) 778,161 Selling and marketing expense 3,210 823,722 530,221 (8,860 ) 1,348,293 General and administrative expense 93,090 151,282 267,642 41 512,055 Product development expense 4,311 86,945 105,367 — 196,623 Depreciation 1,918 27,276 33,011 — 62,205 Amortization of intangibles — 102,622 37,330 — 139,952 Goodwill impairment — 14,056 — — 14,056 Total operating costs and expenses 103,249 1,540,834 1,417,271 (10,009 ) 3,051,345 Operating (loss) income (103,249 ) 94,511 188,326 — 179,588 Equity in earnings of unconsolidated affiliates 215,092 18,137 — (233,229 ) — Interest expense (49,405 ) (6,130 ) (18,101 ) — (73,636 ) Other (expense) income, net (3,201 ) 27,903 12,219 — 36,921 Earnings from continuing operations before income taxes 59,237 134,421 182,444 (233,229 ) 142,873 Income tax benefit (provision) 60,218 (47,280 ) (42,454 ) — (29,516 ) Earnings from continuing operations 119,455 87,141 139,990 (233,229 ) 113,357 Earnings (loss) from discontinued operations, net of tax 17 — (12 ) 12 17 Net earnings 119,472 87,141 139,978 (233,217 ) 113,374 Net loss attributable to noncontrolling interests — — 6,098 — 6,098 Net earnings attributable to IAC shareholders $ 119,472 $ 87,141 $ 146,076 $ (233,217 ) $ 119,472 Comprehensive income attributable to IAC shareholders $ 55,069 $ 83,664 $ 80,248 $ (163,912 ) $ 55,069 Statement of operations for the year ended December 31, 2014: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 1,637,345 $ 1,484,041 $ (11,839 ) $ 3,109,547 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 998 414,255 447,704 (2,753 ) 860,204 Selling and marketing expense 2,138 698,689 457,081 (8,303 ) 1,149,605 General and administrative expense 105,221 123,596 204,507 45 433,369 Product development expense 6,496 77,492 85,400 (828 ) 168,560 Depreciation 1,426 25,670 34,060 — 61,156 Amortization of intangibles — 31,863 26,063 — 57,926 Total operating costs and expenses 116,279 1,371,565 1,254,815 (11,839 ) 2,730,820 Operating (loss) income (116,279 ) 265,780 229,226 — 378,727 Equity in earnings of unconsolidated affiliates 257,714 3,369 — (261,083 ) — Interest expense (51,988 ) (4,187 ) (139 ) — (56,314 ) Other (expense) income, net (1,444 ) 6,381 (57,421 ) — (52,484 ) Earnings from continuing operations before income taxes 88,003 271,343 171,666 (261,083 ) 269,929 Income tax benefit (provision) 152,197 (104,606 ) (82,963 ) — (35,372 ) Earnings from continuing operations 240,200 166,737 88,703 (261,083 ) 234,557 Earnings from discontinued operations, net of tax 174,673 — 570 (570 ) 174,673 Net earnings 414,873 166,737 89,273 (261,653 ) 409,230 Net loss attributable to noncontrolling interests — — 5,643 — 5,643 Net earnings attributable to IAC shareholders $ 414,873 $ 166,737 $ 94,916 $ (261,653 ) $ 414,873 Comprehensive income attributable to IAC shareholders $ 340,219 $ 158,538 $ 23,409 $ (181,947 ) $ 340,219 Statement of cash flows for the year ended December 31, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Net cash (used in) provided by operating activities attributable to continuing operations $ (62,686 ) $ 203,563 $ 203,264 $ — $ 344,141 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — — (18,403 ) — (18,403 ) Capital expenditures (479 ) (19,317 ) (58,243 ) — (78,039 ) Investments in 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 252,369 — — — 252,369 Purchases of marketable debt securities (313,943 ) — — — (313,943 ) Purchases of investments — — (12,565 ) — (12,565 ) Net proceeds from the sale of businesses and investments 73,843 1,779 96,606 — 172,228 Intercompany (215,711 ) — — 215,711 — Other, net 126 643 10,446 — 11,215 Net cash (used in) provided by investing activities attributable to continuing operations (203,795 ) (16,895 ) 17,841 215,711 12,862 Cash flows from financing activities attributable to continuing operations: Principal payments on Match Group Term Loan — — (450,000 ) — (450,000 ) Proceeds from Match Group 2016 Senior Notes offering — — 400,000 — 400,000 Principal payments on IAC debt, including redemptions and repurchases of Senior Notes (126,409 ) — — — (126,409 ) Debt issuance costs — — (7,811 ) — (7,811 ) Purchase of treasury stock (308,948 ) — — — (308,948 ) Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes (895 ) — — — (895 ) Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes — — 9,548 — 9,548 Purchase of noncontrolling interests (1,400 ) — (1,340 ) — (2,740 ) Acquisition-related contingent consideration payments — (351 ) (1,829 ) — (2,180 ) Funds held in escrow for MyHammer tender offer — — (10,548 ) — (10,548 ) Intercompany 184,233 (184,233 ) 215,711 (215,711 ) — Other, net (454 ) (2,084 ) (308 ) — (2,846 ) Net cash (used in) provided by financing activities attributable to continuing operations (253,873 ) (186,668 ) 153,423 (215,711 ) (502,829 ) Total cash (used in) provided by continuing operations (520,354 ) — 374,528 — (145,826 ) Effect of exchange rate changes on cash and cash equivalents — — (6,434 ) — (6,434 ) Net (decrease) increase in cash and cash equivalents (520,354 ) — 368,094 — (152,260 ) Cash and cash equivalents at beginning of period 1,073,053 — 408,394 — 1,481,447 Cash and cash equivalents at end of period $ 552,699 $ — $ 776,488 $ — $ 1,329,187 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 $ (121,193 ) $ 258,582 $ 268,434 $ 405,823 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (6,078 ) (611,324 ) (617,402 ) Capital expenditures (1,332 ) (21,905 ) (38,812 ) (62,049 ) Proceeds from maturities and sales of marketable debt securities 218,462 — — 218,462 Purchases of marketable debt securities (93,134 ) — — (93,134 ) Purchases of investments (6,978 ) — (27,492 ) (34,470 ) Net proceeds from the sale of investments and business 1,277 — 8,136 9,413 Other, net 3,613 385 (7,539 ) (3,541 ) Net cash provided by (used in) investing activities attributable to continuing operations 121,908 (27,598 ) (677,031 ) (582,721 ) Cash flows from financing activities attributable to continuing operations: Borrowings under Match Group Term Loan — — 788,000 788,000 Principal payment on Liberty Bond — (80,000 ) — (80,000 ) Debt issuance costs (1,876 ) — (17,174 ) (19,050 ) Fees and expenses related to note exchange — — (6,954 ) (6,954 ) Proceeds from Match Group IPO, net of fees and expenses — — 428,789 428,789 Purchase of treasury stock (200,000 ) — — (200,000 ) Dividends (113,196 ) — — (113,196 ) Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes (38,418 ) — — (38,418 ) Repurchase of stock-based awards — — (23,431 ) (23,431 ) Purchase of noncontrolling interests — — (32,207 ) (32,207 ) Acquisition-related contingent consideration payments — (240 ) (5,510 ) (5,750 ) Intercompany 683,571 (150,744 ) (532,827 ) — Other, net (19,834 ) — 441 (19,393 ) Net cash provided by (used in) financing activities attributable to continuing operations 310,247 (230,984 ) 599,127 678,390 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 $ (80,559 ) $ 329,671 $ 219,893 $ 469,005 Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired — (97,463 ) (161,928 ) (259,391 ) Capital expenditures (1,843 ) (26,640 ) (28,750 ) (57,233 ) Proceeds from maturities and sales of marketable debt securities 21,644 — — 21,644 Purchases of marketable debt securities (175,826 ) — — (175,826 ) Purchases of investments (4,800 ) (2,087 ) (17,447 ) (24,334 ) Net proceeds from the sale of investments and assets — — 58,388 58,388 Other, net (2,000 ) 11 (1,053 ) (3,042 ) Net cash used in investing activities attributable to continuing operations (162,825 ) (126,179 ) (150,790 ) (439,794 ) Cash flows from financing activities attributable to continuing operations: Debt issuance costs (383 ) — — (383 ) Dividends (97,338 ) — — (97,338 ) Issuance of IAC common stock pursuant to stock-based awards, net of withholding taxes 1,609 — — 1,609 Purchase of noncontrolling interests — — (33,165 ) (33,165 ) Acquisition-related contingent consideration payments — (406 ) (7,703 ) (8,109 ) Intercompany 321,192 (201,802 ) (119,390 ) — Other, net — (1,310 ) 12,759 11,449 Net cash provided by (used in) financing activities attributable to continuing operations 225,080 (203,518 ) (147,499 ) (125,937 ) 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 |