GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION The 4.75% 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, 2018 and 2017 and for the years ended December 31, 2018 , 2017 and 2016 for: IAC, on a standalone 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, 2018: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 1,018,082 $ — $ 1,113,550 $ — $ 2,131,632 Marketable securities 98,299 — 25,366 — 123,665 Accounts receivable, net of allowance and reserves — 99,970 179,219 — 279,189 Other current assets 27,349 29,222 171,682 — 228,253 Intercompany receivables — 1,423,456 — (1,423,456 ) — Property and equipment, net of accumulated depreciation and amortization 6,526 163,281 148,993 — 318,800 Goodwill — 412,009 2,314,850 — 2,726,859 Intangible assets, net of accumulated amortization — 43,914 587,508 — 631,422 Investment in subsidiaries 1,897,699 214,519 — (2,112,218 ) — Other non-current assets 274,789 94,290 251,315 (185,629 ) 434,765 Total assets $ 3,322,744 $ 2,480,661 $ 4,792,483 $ (3,721,303 ) $ 6,874,585 Current portion of long-term debt $ — $ — $ 13,750 $ — $ 13,750 Accounts payable, trade 1,304 36,293 37,310 — 74,907 Other current liabilities 41,721 95,405 657,775 — 794,901 Long-term debt, net 34,262 — 2,211,286 — 2,245,548 Income taxes payable 15 1,707 35,862 — 37,584 Intercompany liabilities 402,056 — 1,021,400 (1,423,456 ) — Other long-term liabilities 261 18,181 257,594 (185,629 ) 90,407 Redeemable noncontrolling interests — — 65,687 — 65,687 Shareholders' equity (deficit) 2,843,125 2,329,075 (216,857 ) (2,112,218 ) 2,843,125 Noncontrolling interests — — 708,676 — 708,676 Total liabilities and shareholders' equity $ 3,322,744 $ 2,480,661 $ 4,792,483 $ (3,721,303 ) $ 6,874,585 Balance sheet at December 31, 2017: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Cash and cash equivalents $ 585,639 $ — $ 1,045,170 $ — $ 1,630,809 Marketable securities 4,995 — — — 4,995 Accounts receivable, net of allowance and reserves 31 109,289 194,707 — 304,027 Other current assets 49,159 33,387 102,828 — 185,374 Intercompany receivables — 668,703 — (668,703 ) — Property and equipment, net of accumulated depreciation and amortization 2,811 174,323 138,036 — 315,170 Goodwill — 412,010 2,147,056 — 2,559,066 Intangible assets, net of accumulated amortization — 74,852 588,885 — 663,737 Investment in subsidiaries 2,077,898 554,998 — (2,632,896 ) — Other non-current assets 170,073 87,306 79,688 (132,435 ) 204,632 Total assets $ 2,890,606 $ 2,114,868 $ 4,296,370 $ (3,434,034 ) $ 5,867,810 Current portion of long-term debt $ — $ — $ 13,750 $ — $ 13,750 Accounts payable, trade 5,163 30,469 40,939 — 76,571 Other current liabilities 29,489 88,050 591,868 — 709,407 Long-term debt, net 34,572 — 1,944,897 — 1,979,469 Income taxes payable 16 1,605 24,003 — 25,624 Intercompany liabilities 390,827 — 277,876 (668,703 ) — Other long-term liabilities 511 18,613 186,610 (132,435 ) 73,299 Redeemable noncontrolling interests — — 42,867 — 42,867 Shareholders' equity 2,430,028 1,976,131 656,765 (2,632,896 ) 2,430,028 Noncontrolling interests — — 516,795 — 516,795 Total liabilities and shareholders' equity $ 2,890,606 $ 2,114,868 $ 4,296,370 $ (3,434,034 ) $ 5,867,810 Statement of operations for the year ended December 31, 2018: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 850,475 $ 3,412,795 $ (378 ) $ 4,262,892 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 195 262,912 648,330 (291 ) 911,146 Selling and marketing expense 977 313,769 1,204,844 (150 ) 1,519,440 General and administrative expense 141,727 49,563 582,720 69 774,079 Product development expense 2,003 56,431 250,901 (6 ) 309,329 Depreciation 1,203 12,497 61,660 — 75,360 Amortization of intangibles — 29,437 78,962 — 108,399 Total operating costs and expenses 146,105 724,609 2,827,417 (378 ) 3,697,753 Operating (loss) income (146,105 ) 125,866 585,378 — 565,139 Equity in earnings of unconsolidated affiliates 731,834 20,083 — (751,917 ) — Interest expense (1,700 ) — (107,627 ) — (109,327 ) Other (expense) income, net (a) (18,834 ) 503,261 199,757 (378,438 ) 305,746 Earnings before income taxes 565,195 649,210 677,508 (1,130,355 ) 761,558 Income tax benefit (provision) 61,766 (56,612 ) (8,965 ) — (3,811 ) Net earnings 626,961 592,598 668,543 (1,130,355 ) 757,747 Net earnings attributable to noncontrolling interests — — (130,786 ) — (130,786 ) Net earnings attributable to IAC shareholders $ 626,961 $ 592,598 $ 537,757 $ (1,130,355 ) $ 626,961 Comprehensive income attributable to IAC shareholders $ 601,683 $ 601,232 $ 515,766 $ (1,116,998 ) $ 601,683 ____________________ (a) During the year ended December 31, 2018, foreign cash of $396.2 million was repatriated to the U.S, of which $25.2 million was between non-guarantor subsidiaries. Statement of operations for the year ended December 31, 2017: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 753,858 $ 2,553,998 $ (617 ) $ 3,307,239 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 160 159,488 491,865 (505 ) 651,008 Selling and marketing expense 1,250 353,186 1,027,304 (519 ) 1,381,221 General and administrative expense 100,237 62,340 556,273 407 719,257 Product development expense 2,421 55,232 193,226 — 250,879 Depreciation 1,564 20,668 52,033 — 74,265 Amortization of intangibles — 11,213 30,930 — 42,143 Total operating costs and expenses 105,632 662,127 2,351,631 (617 ) 3,118,773 Operating (loss) income (105,632 ) 91,731 202,367 — 188,466 Equity in earnings of unconsolidated affiliates 419,149 20,755 — (439,904 ) — Interest expense (20,339 ) — (84,956 ) — (105,295 ) Other (expense) income, net (30,787 ) 28,434 (13,860 ) — (16,213 ) Earnings before income taxes 262,391 140,920 103,551 (439,904 ) 66,958 Income tax benefit (provision) 42,533 (119,957 ) 368,474 — 291,050 Net earnings 304,924 20,963 472,025 (439,904 ) 358,008 Net earnings attributable to noncontrolling interests — — (53,084 ) — (53,084 ) Net earnings attributable to IAC shareholders $ 304,924 $ 20,963 $ 418,941 $ (439,904 ) $ 304,924 Comprehensive income attributable to IAC shareholders $ 367,370 $ 7,629 $ 498,032 $ (505,661 ) $ 367,370 Statement of operations for the year ended December 31, 2016: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Revenue $ — $ 960,000 $ 2,180,487 $ (605 ) $ 3,139,882 Operating costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 859 297,712 457,571 (412 ) 755,730 Selling and marketing expense 2,353 417,051 828,016 (323 ) 1,247,097 General and administrative expense 89,583 83,636 357,097 130 530,446 Product development expense 4,807 69,778 138,180 — 212,765 Depreciation 1,610 26,514 43,552 — 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 1,189,093 1,884,807 (605 ) 3,172,507 Operating (loss) income (99,212 ) (229,093 ) 295,680 — (32,625 ) Equity in earnings of unconsolidated affiliates 49,545 6,774 — (56,319 ) — Interest expense (26,876 ) — (82,234 ) — (109,110 ) Other (expense) income, net (1,879 ) 10,209 52,320 — 60,650 (Loss) earnings before income taxes (78,422 ) (212,110 ) 265,766 (56,319 ) (81,085 ) Income tax benefit (provision) 37,142 77,851 (50,059 ) — 64,934 Net (loss) earnings (41,280 ) (134,259 ) 215,707 (56,319 ) (16,151 ) Net earnings attributable to noncontrolling interests — — (25,129 ) — (25,129 ) Net (loss) earnings attributable to IAC shareholders $ (41,280 ) $ (134,259 ) $ 190,578 $ (56,319 ) $ (41,280 ) Comprehensive (loss) income attributable to IAC shareholders $ (76,431 ) $ (142,494 ) $ 145,039 $ (2,545 ) $ (76,431 ) Statement of cash flows for the year ended December 31, 2018: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations IAC Consolidated (In thousands) Net cash (used in) provided by operating activities $ (38,737 ) $ 583,498 $ 822,227 $ (378,860 ) $ 988,128 Cash flows from investing activities: Acquisitions, net of cash acquired (4,142 ) (50,530 ) (9,824 ) — (64,496 ) Capital expenditures (5,274 ) (1,396 ) (78,964 ) — (85,634 ) Proceeds from maturities and sales of marketable debt securities 298,600 — 35,000 — 333,600 Purchases of marketable debt securities (390,005 ) — (59,671 ) — (449,676 ) Net proceeds from the sale of businesses and investments 408 87,254 49,057 — 136,719 Purchases of investments (39,180 ) — (13,800 ) — (52,980 ) Other, net (5,000 ) 7,451 6,576 — 9,027 Net cash (used in) provided by investing activities (144,593 ) 42,779 (71,626 ) — (173,440 ) Cash flows from financing activities: Repurchases of IAC debt (363 ) — — — (363 ) Proceeds from issuance of Match Group debt — — 260,000 — 260,000 Principal payments on ANGI Homeservices Term Loan — — (13,750 ) — (13,750 ) Debt issuance costs — — (5,449 ) — (5,449 ) Purchase of IAC treasury stock (82,891 ) — — — (82,891 ) Purchase of Match Group treasury stock — — (133,455 ) — (133,455 ) Proceeds from the exercise of IAC stock options 41,700 — — — 41,700 Proceeds from the exercise of Match Group and ANGI Homeservices stock options — — 4,705 — 4,705 Withholding taxes paid on behalf of IAC employees on net settled stock-based awards (18,982 ) — — — (18,982 ) Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards — — (237,564 ) — (237,564 ) Dividends paid to Match Group noncontrolling interests — — (105,126 ) — (105,126 ) Purchase of noncontrolling interests — — (16,063 ) — (16,063 ) Acquisition-related contingent consideration payments — — (185 ) — (185 ) Intercompany 673,308 (625,338 ) (426,830 ) 378,860 — Other, net 2,674 (939 ) (7,110 ) — (5,375 ) Net cash provided by (used in) financing activities 615,446 (626,277 ) (680,827 ) 378,860 (312,798 ) Total cash provided 432,116 — 69,774 — 501,890 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 327 — (2,214 ) — (1,887 ) Net increase in cash, cash equivalents, and restricted cash 432,443 — 67,560 — 500,003 Cash, cash equivalents, and restricted cash at beginning of period 585,639 — 1,048,043 — 1,633,682 Cash, cash equivalents, and restricted cash at end of period $ 1,018,082 $ — $ 1,115,603 $ — $ 2,133,685 Statement of cash flows for the year ended December 31, 2017: IAC Guarantor Subsidiaries Non-Guarantor Subsidiaries IAC Consolidated (In thousands) Net cash (used in) provided by operating activities $ (52,582 ) $ 131,700 $ 337,581 $ 416,699 Cash flows from investing activities: Acquisitions, net of cash acquired — (2,550 ) (144,003 ) (146,553 ) Capital expenditures (337 ) (1,169 ) (74,017 ) (75,523 ) Proceeds from maturities and sales of marketable debt securities 114,350 — — 114,350 Purchases of marketable debt securities (29,891 ) — — (29,891 ) Net proceeds from the sale of businesses and investments 1,266 — 184,512 185,778 Purchases of investments — — (9,106 ) (9,106 ) Other, net — 1,944 1,050 2,994 Net cash provided by (used in) investing activities 85,388 (1,775 ) (41,564 ) 42,049 Cash flows from financing activities: Proceeds from issuance of IAC debt — — 517,500 517,500 Repurchases of IAC debt (393,464 ) — — (393,464 ) Proceeds from issuance of Match Group debt — — 525,000 525,000 Principal payments on Match Group debt — — (445,172 ) (445,172 ) Borrowing under ANGI Homeservices Term Loan — — 275,000 275,000 Purchase of exchangeable note hedge — — (74,365 ) (74,365 ) Proceeds from issuance of warrants 23,650 — — 23,650 Debt issuance costs — — (33,744 ) (33,744 ) Purchase of IAC treasury stock (56,424 ) — — (56,424 ) Proceeds from the exercise of IAC stock options 82,397 — — 82,397 Proceeds from the exercise of Match Group and ANGI Homeservices stock options — — 61,095 61,095 Withholding taxes paid on behalf of IAC employees on net settled stock-based awards (93,832 ) — — (93,832 ) Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards — — (264,323 ) (264,323 ) Purchase of Match Group stock-based awards — — (272,459 ) (272,459 ) Purchase of noncontrolling interests — — (15,439 ) (15,439 ) Acquisition-related contingent consideration payments — — (27,289 ) (27,289 ) Intercompany 416,396 (129,925 ) (286,471 ) — Other, net 251 — (5,251 ) (5,000 ) Net cash used in financing activities (21,026 ) (129,925 ) (45,918 ) (196,869 ) Total cash provided 11,780 — 250,099 261,879 Effect of exchange rate changes on cash, cash equivalents, and restricted cash 75 — 11,529 11,604 Net increase in cash, cash equivalents, and restricted cash 11,855 — 261,628 273,483 Cash, cash equivalents, and restricted cash at beginning of period 573,784 — 786,415 1,360,199 Cash, cash equivalents, and restricted cash at end of period $ 585,639 $ — $ 1,048,043 $ 1,633,682 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 $ (62,686 ) $ 128,503 $ 278,421 $ — $ 344,238 Cash flows from investing activities: Acquisitions, net of cash acquired — — (18,403 ) — (18,403 ) Capital expenditures (479 ) (5,792 ) (71,768 ) — (78,039 ) Proceeds from maturities and sales of marketable debt securities 252,369 — — — 252,369 Purchases of marketable debt securities (313,943 ) — — — (313,943 ) Investments in time deposits — — (87,500 ) — (87,500 ) Proceeds from maturities of time deposits — — 87,500 — 87,500 Net proceeds from the sale of businesses and investments 73,843 1,779 96,606 — 172,228 Purchases of investments — — (12,565 ) — (12,565 ) Intercompany (155,104 ) — — 155,104 — Other, net 126 910 10,179 — 11,215 Net cash (used in) provided by investing activities (143,188 ) (3,103 ) 4,049 155,104 12,862 Cash flows from financing activities: Repurchases of IAC debt (126,409 ) — — — (126,409 ) Proceeds from issuance of Match Group debt — — 400,000 — 400,000 Principal payments on Match Group debt — — (450,000 ) — (450,000 ) Debt issuance costs — — (7,811 ) — (7,811 ) Purchase of IAC treasury stock (308,948 ) — — — (308,948 ) Proceeds from the exercise of IAC stock options 25,821 — — — 25,821 Proceeds from the exercise of Match Group stock options — — 39,378 — 39,378 Withholding taxes paid on behalf of IAC employees on net settled stock-based awards (26,716 ) — — — (26,716 ) Withholding taxes paid on behalf of Match Group employees on net settled stock-based awards — — (29,830 ) — (29,830 ) Purchase of noncontrolling interests (1,400 ) — (1,340 ) — (2,740 ) Acquisition-related contingent consideration payments — (351 ) (1,829 ) — (2,180 ) Intercompany 122,965 (122,965 ) 155,104 (155,104 ) — Other, net (313 ) (2,084 ) (308 ) — (2,705 ) Net cash (used in) provided by financing activities (315,000 ) (125,400 ) 103,364 (155,104 ) (492,140 ) Total cash (used) provided (520,874 ) — 385,834 — (135,040 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash — — (6,434 ) — (6,434 ) Net (decrease) increase in cash, cash equivalents, and restricted cash (520,874 ) — 379,400 — (141,474 ) Cash, cash equivalents, and restricted cash at beginning of period 1,094,658 — 407,015 — 1,501,673 Cash, cash equivalents, and restricted cash at end of period $ 573,784 $ — $ 786,415 $ — $ 1,360,199 |