|
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Quarterly Period Ended June 30, 2013
|
|
Or
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from__________to__________
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
59-2712887
(I.R.S. Employer
Identification No.)
|
555 West 18
th
Street, New York, New York 10011
(Address of registrant's principal executive offices)
|
||
(212) 314-7300
(Registrant's telephone number, including area code)
|
Large accelerated filer
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
Smaller reporting company
o
|
Common Stock
|
77,185,633
|
|
Class B Common Stock
|
5,789,499
|
|
Total outstanding Common Stock
|
82,975,132
|
|
|
|
Page
Number
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
678,725
|
|
|
$
|
749,977
|
|
Marketable securities
|
7,775
|
|
|
20,604
|
|
||
Accounts receivable, net of allowance of $9,596 and $11,088, respectively
|
235,950
|
|
|
229,830
|
|
||
Other current assets
|
148,285
|
|
|
156,339
|
|
||
Total current assets
|
1,070,735
|
|
|
1,156,750
|
|
||
Property and equipment, net
|
289,493
|
|
|
270,512
|
|
||
Goodwill
|
1,664,315
|
|
|
1,616,154
|
|
||
Intangible assets, net
|
466,161
|
|
|
482,904
|
|
||
Long-term investments
|
196,811
|
|
|
161,278
|
|
||
Other non-current assets
|
124,976
|
|
|
118,230
|
|
||
TOTAL ASSETS
|
$
|
3,812,491
|
|
|
$
|
3,805,828
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
15,844
|
|
Accounts payable, trade
|
83,294
|
|
|
98,314
|
|
||
Deferred revenue
|
164,667
|
|
|
155,499
|
|
||
Accrued expenses and other current liabilities
|
362,695
|
|
|
355,232
|
|
||
Total current liabilities
|
610,656
|
|
|
624,889
|
|
||
Long-term debt, net of current maturities
|
580,000
|
|
|
580,000
|
|
||
Income taxes payable
|
496,168
|
|
|
479,945
|
|
||
Deferred income taxes
|
312,905
|
|
|
323,403
|
|
||
Other long-term liabilities
|
66,081
|
|
|
31,830
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
64,147
|
|
|
58,126
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000,000 shares; issued 250,982,079 shares, and outstanding 77,120,701 and 78,471,784 shares, respectively
|
251
|
|
|
251
|
|
||
Class B convertible common stock $.001 par value; authorized 400,000,000 shares; issued 16,157,499 shares and outstanding 5,789,499 shares
|
16
|
|
|
16
|
|
||
Additional paid-in capital
|
11,604,296
|
|
|
11,607,367
|
|
||
Accumulated deficit
|
(206,592
|
)
|
|
(318,519
|
)
|
||
Accumulated other comprehensive loss
|
(32,187
|
)
|
|
(32,169
|
)
|
||
Treasury stock 184,229,378 and 182,878,295 shares, respectively
|
(9,734,479
|
)
|
|
(9,601,218
|
)
|
||
Total IAC shareholders' equity
|
1,631,305
|
|
|
1,655,728
|
|
||
Noncontrolling interests
|
51,229
|
|
|
51,907
|
|
||
Total shareholders' equity
|
1,682,534
|
|
|
1,707,635
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
3,812,491
|
|
|
$
|
3,805,828
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Revenue
|
$
|
799,411
|
|
|
$
|
680,612
|
|
|
$
|
1,541,660
|
|
|
$
|
1,321,212
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
272,822
|
|
|
237,304
|
|
|
528,671
|
|
|
460,604
|
|
||||
Selling and marketing expense
|
247,153
|
|
|
211,252
|
|
|
490,067
|
|
|
430,038
|
|
||||
General and administrative expense
|
103,515
|
|
|
89,639
|
|
|
199,239
|
|
|
178,111
|
|
||||
Product development expense
|
34,052
|
|
|
26,911
|
|
|
69,169
|
|
|
55,032
|
|
||||
Depreciation
|
17,036
|
|
|
12,225
|
|
|
31,052
|
|
|
24,340
|
|
||||
Amortization of intangibles
|
18,137
|
|
|
5,805
|
|
|
32,215
|
|
|
12,846
|
|
||||
Total costs and expenses
|
692,715
|
|
|
583,136
|
|
|
1,350,413
|
|
|
1,160,971
|
|
||||
Operating income
|
106,696
|
|
|
97,476
|
|
|
191,247
|
|
|
160,241
|
|
||||
Equity in losses of unconsolidated affiliates
|
(1,078
|
)
|
|
(19,009
|
)
|
|
(1,169
|
)
|
|
(24,910
|
)
|
||||
Interest expense
|
(7,658
|
)
|
|
(1,364
|
)
|
|
(15,321
|
)
|
|
(2,711
|
)
|
||||
Other (expense) income, net
|
(4
|
)
|
|
(368
|
)
|
|
1,654
|
|
|
2,388
|
|
||||
Earnings from continuing operations before income taxes
|
97,956
|
|
|
76,735
|
|
|
176,411
|
|
|
135,008
|
|
||||
Income tax provision
|
(39,416
|
)
|
|
(28,634
|
)
|
|
(65,162
|
)
|
|
(55,754
|
)
|
||||
Earnings from continuing operations
|
58,540
|
|
|
48,101
|
|
|
111,249
|
|
|
79,254
|
|
||||
Loss from discontinued operations, net of tax
|
(1,068
|
)
|
|
(4,641
|
)
|
|
(2,012
|
)
|
|
(957
|
)
|
||||
Net earnings
|
57,472
|
|
|
43,460
|
|
|
109,237
|
|
|
78,297
|
|
||||
Net loss (earnings) attributable to noncontrolling interests
|
818
|
|
|
(128
|
)
|
|
2,690
|
|
|
(487
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
58,290
|
|
|
$
|
43,332
|
|
|
$
|
111,927
|
|
|
$
|
77,810
|
|
|
|
|
|
|
|
|
|
||||||||
Per share information attributable to IAC shareholders:
|
|
|
|
|
|
|
|||||||||
Basic earnings per share from continuing operations
|
$
|
0.71
|
|
|
$
|
0.56
|
|
|
$
|
1.36
|
|
|
$
|
0.93
|
|
Diluted earnings per share from continuing operations
|
$
|
0.69
|
|
|
$
|
0.52
|
|
|
$
|
1.31
|
|
|
$
|
0.86
|
|
Basic earnings per share
|
$
|
0.70
|
|
|
$
|
0.50
|
|
|
$
|
1.33
|
|
|
$
|
0.92
|
|
Diluted earnings per share
|
$
|
0.67
|
|
|
$
|
0.47
|
|
|
$
|
1.29
|
|
|
$
|
0.85
|
|
|
|
|
|
|
|
|
|
||||||||
Dividends declared per share
|
$
|
0.24
|
|
|
$
|
0.12
|
|
|
$
|
0.48
|
|
|
$
|
0.24
|
|
|
|
|
|
|
|
|
|
||||||||
Non-cash compensation expense by function:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
681
|
|
|
$
|
1,501
|
|
|
$
|
1,301
|
|
|
$
|
3,225
|
|
Selling and marketing expense
|
794
|
|
|
1,004
|
|
|
1,180
|
|
|
2,126
|
|
||||
General and administrative expense
|
9,427
|
|
|
16,411
|
|
|
20,207
|
|
|
33,528
|
|
||||
Product development expense
|
918
|
|
|
1,525
|
|
|
1,795
|
|
|
3,028
|
|
||||
Total non-cash compensation expense
|
$
|
11,820
|
|
|
$
|
20,441
|
|
|
$
|
24,483
|
|
|
$
|
41,907
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands)
|
||||||||||||||
Net earnings
|
$
|
57,472
|
|
|
$
|
43,460
|
|
|
$
|
109,237
|
|
|
$
|
78,297
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Change in foreign currency translation adjustment
|
(4,598
|
)
|
|
(26,634
|
)
|
|
(13,021
|
)
|
|
(19,549
|
)
|
||||
Change in net unrealized gains (losses) on available-for-sale securities (net of tax provision of $740 and tax benefit of $84 for the three and six months ended June 30, 2013, respectively, and tax benefit of $5,475 and tax provision of $7,104 for the three and six months ended June 30, 2012, respectively)
|
17,187
|
|
|
(11,281
|
)
|
|
12,211
|
|
|
13,443
|
|
||||
Total other comprehensive income (loss)
|
12,589
|
|
|
(37,915
|
)
|
|
(810
|
)
|
|
(6,106
|
)
|
||||
Comprehensive income
|
70,061
|
|
|
5,545
|
|
|
108,427
|
|
|
72,191
|
|
||||
Comprehensive loss attributable to noncontrolling interests
|
138
|
|
|
3,774
|
|
|
3,482
|
|
|
2,502
|
|
||||
Comprehensive income attributable to IAC shareholders
|
$
|
70,199
|
|
|
$
|
9,319
|
|
|
$
|
111,909
|
|
|
$
|
74,693
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Class B
Convertible
Common
Stock $.001
Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
|
|
Common
Stock $.001
Par Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
Total IAC
Shareholders'
Equity
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
|
Treasury
Stock
|
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
||||||||||||||||||||||||||||||||
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
|||||||||||||||||||||||||||||||||||||
|
|
|
|
(In thousands)
|
|
|
||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2012
|
$
|
58,126
|
|
|
|
$
|
251
|
|
|
250,982
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,607,367
|
|
|
$
|
(318,519
|
)
|
|
$
|
(32,169
|
)
|
|
$
|
(9,601,218
|
)
|
|
$
|
1,655,728
|
|
|
$
|
51,907
|
|
|
$
|
1,707,635
|
|
Net (loss) earnings for the six months ended June 30, 2013
|
(2,451
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111,927
|
|
|
—
|
|
|
—
|
|
|
111,927
|
|
|
(239
|
)
|
|
111,688
|
|
||||||||||
Other comprehensive loss, net of tax
|
(291
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
(501
|
)
|
|
(519
|
)
|
||||||||||
Non-cash compensation expense
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,277
|
|
|
206
|
|
|
24,483
|
|
||||||||||
Issuance of common stock upon exercise of stock options, vesting of restricted stock units and other, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,719
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(5,717
|
)
|
|
—
|
|
|
(5,717
|
)
|
||||||||||
Income tax benefit related to the exercise of stock options, vesting of restricted stock units and other
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,308
|
|
|
—
|
|
|
23,308
|
|
||||||||||
Dividends
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,703
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,703
|
)
|
|
—
|
|
|
(37,703
|
)
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(133,263
|
)
|
|
(133,263
|
)
|
|
—
|
|
|
(133,263
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(1,347
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
9,787
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,787
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,787
|
)
|
|
—
|
|
|
(9,787
|
)
|
||||||||||
Transfer from noncontrolling interests to redeemable noncontrolling interests
|
144
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
(144
|
)
|
||||||||||
Other
|
179
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,553
|
|
|
—
|
|
|
2,553
|
|
||||||||||
Balance as of June 30, 2013
|
$
|
64,147
|
|
|
|
$
|
251
|
|
|
250,982
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,604,296
|
|
|
$
|
(206,592
|
)
|
|
$
|
(32,187
|
)
|
|
$
|
(9,734,479
|
)
|
|
$
|
1,631,305
|
|
|
$
|
51,229
|
|
|
$
|
1,682,534
|
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities attributable to continuing operations:
|
|
|
|
||||
Net earnings
|
$
|
109,237
|
|
|
$
|
78,297
|
|
Less: loss from discontinued operations, net of tax
|
(2,012
|
)
|
|
(957
|
)
|
||
Earnings from continuing operations
|
111,249
|
|
|
79,254
|
|
||
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
|
|
|
|
||||
Non-cash compensation expense
|
24,483
|
|
|
41,907
|
|
||
Depreciation
|
31,052
|
|
|
24,340
|
|
||
Amortization of intangibles
|
32,215
|
|
|
12,846
|
|
||
Excess tax benefits from stock-based awards
|
(23,547
|
)
|
|
(14,353
|
)
|
||
Deferred income taxes
|
(6,737
|
)
|
|
819
|
|
||
Equity in losses of unconsolidated affiliates
|
1,169
|
|
|
24,910
|
|
||
Acquisition-related contingent consideration fair value adjustment
|
5,707
|
|
|
—
|
|
||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(9,754
|
)
|
|
(19,382
|
)
|
||
Other current assets
|
(14,789
|
)
|
|
(7,937
|
)
|
||
Accounts payable and other current liabilities
|
23,438
|
|
|
3,013
|
|
||
Income taxes payable
|
45,529
|
|
|
44,793
|
|
||
Deferred revenue
|
(203
|
)
|
|
8,679
|
|
||
Other, net
|
8,451
|
|
|
6,638
|
|
||
Net cash provided by operating activities attributable to continuing operations
|
228,263
|
|
|
205,527
|
|
||
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(36,913
|
)
|
|
(20,411
|
)
|
||
Capital expenditures
|
(47,819
|
)
|
|
(20,353
|
)
|
||
Proceeds from maturities and sales of marketable debt securities
|
12,502
|
|
|
39,000
|
|
||
Purchases of marketable debt securities
|
—
|
|
|
(24,254
|
)
|
||
Proceeds from sales of long-term investments
|
310
|
|
|
12,527
|
|
||
Purchases of long-term investments
|
(25,259
|
)
|
|
(6,244
|
)
|
||
Other, net
|
(1,443
|
)
|
|
(12,603
|
)
|
||
Net cash used in investing activities attributable to continuing operations
|
(98,622
|
)
|
|
(32,338
|
)
|
||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
||||
Purchase of treasury stock
|
(162,660
|
)
|
|
(359,231
|
)
|
||
Net (payments) proceeds from stock-based award activities
|
(868
|
)
|
|
301,677
|
|
||
Dividends
|
(38,880
|
)
|
|
(21,697
|
)
|
||
Excess tax benefits from stock-based awards
|
23,547
|
|
|
14,353
|
|
||
Principal payments on long-term debt
|
(15,844
|
)
|
|
—
|
|
||
Other, net
|
(3,634
|
)
|
|
(2,842
|
)
|
||
Net cash used in financing activities attributable to continuing operations
|
(198,339
|
)
|
|
(67,740
|
)
|
||
Total cash (used in) provided by continuing operations
|
(68,698
|
)
|
|
105,449
|
|
||
Total cash provided by (used in) discontinued operations
|
2,335
|
|
|
(729
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(4,889
|
)
|
|
(1,677
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(71,252
|
)
|
|
103,043
|
|
||
Cash and cash equivalents at beginning of period
|
749,977
|
|
|
704,153
|
|
||
Cash and cash equivalents at end of period
|
$
|
678,725
|
|
|
$
|
807,196
|
|
|
|
Three Months Ended June 30, 2012
|
|
Six Months Ended June 30, 2012
|
||||
|
|
(In thousands, except per share data)
|
||||||
Revenue
|
|
$
|
706,022
|
|
|
$
|
1,370,567
|
|
Net earnings attributable to IAC shareholders
|
|
$
|
46,122
|
|
|
$
|
81,813
|
|
Basic earnings per share attributable to IAC shareholders
|
|
$
|
0.54
|
|
|
$
|
0.97
|
|
Diluted earnings per share attributable to IAC shareholders
|
|
$
|
0.50
|
|
|
$
|
0.89
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Corporate debt security
|
$
|
1,003
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
1,014
|
|
Total debt security
|
1,003
|
|
|
11
|
|
|
—
|
|
|
1,014
|
|
||||
Equity security
|
—
|
|
|
6,761
|
|
|
—
|
|
|
6,761
|
|
||||
Total marketable securities
|
$
|
1,003
|
|
|
$
|
6,772
|
|
|
$
|
—
|
|
|
$
|
7,775
|
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Corporate debt securities
|
$
|
13,608
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
13,627
|
|
Total debt securities
|
13,608
|
|
|
19
|
|
|
—
|
|
|
13,627
|
|
||||
Equity security
|
—
|
|
|
6,977
|
|
|
—
|
|
|
6,977
|
|
||||
Total marketable securities
|
$
|
13,608
|
|
|
$
|
6,996
|
|
|
$
|
—
|
|
|
$
|
20,604
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands)
|
||||||||||||||
Proceeds from maturities and sales of available-for-sale marketable securities
|
$
|
2
|
|
|
$
|
21,376
|
|
|
$
|
12,502
|
|
|
$
|
47,777
|
|
Gross realized gains
|
—
|
|
|
15
|
|
|
—
|
|
|
1,798
|
|
||||
Gross realized losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair value of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
|
•
|
Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs.
|
|
June 30, 2013
|
||||||||||||||
|
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
Measurements
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
320,989
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
320,989
|
|
Commercial paper
|
—
|
|
|
109,629
|
|
|
—
|
|
|
109,629
|
|
||||
Time deposits
|
—
|
|
|
100,822
|
|
|
—
|
|
|
100,822
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt security
|
—
|
|
|
1,014
|
|
|
—
|
|
|
1,014
|
|
||||
Equity security
|
6,761
|
|
|
—
|
|
|
—
|
|
|
6,761
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Auction rate security
|
—
|
|
|
—
|
|
|
8,760
|
|
|
8,760
|
|
||||
Marketable equity securities
|
42,934
|
|
|
—
|
|
|
—
|
|
|
42,934
|
|
||||
Total
|
$
|
370,684
|
|
|
$
|
211,465
|
|
|
$
|
8,760
|
|
|
$
|
590,909
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(46,912
|
)
|
|
$
|
(46,912
|
)
|
|
December 31, 2012
|
||||||||||||||
|
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
Fair Value
Measurements
|
||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
545,290
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
545,290
|
|
Time deposits
|
—
|
|
|
11,994
|
|
|
—
|
|
|
11,994
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
13,627
|
|
|
—
|
|
|
13,627
|
|
||||
Equity security
|
6,977
|
|
|
—
|
|
|
—
|
|
|
6,977
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Auction rate security
|
—
|
|
|
—
|
|
|
8,100
|
|
|
8,100
|
|
||||
Marketable equity securities
|
31,244
|
|
|
—
|
|
|
—
|
|
|
31,244
|
|
||||
Total
|
$
|
583,511
|
|
|
$
|
25,621
|
|
|
$
|
8,100
|
|
|
$
|
617,232
|
|
|
Three Months Ended June 30,
|
||||||||||
|
2013
|
|
2012
|
||||||||
|
Auction Rate
Security
|
|
Contingent
Consideration
Arrangement
|
|
Auction Rate
Security
|
||||||
|
(In thousands)
|
||||||||||
Balance at April 1
|
$
|
8,580
|
|
|
$
|
(42,295
|
)
|
|
$
|
7,720
|
|
Total net gains (losses) (unrealized):
|
|
|
|
|
|
|
|||||
Included in earnings
|
—
|
|
|
(4,249
|
)
|
|
—
|
|
|||
Included in other comprehensive income (loss)
|
180
|
|
|
(368
|
)
|
|
(990
|
)
|
|||
Balance at June 30
|
$
|
8,760
|
|
|
$
|
(46,912
|
)
|
|
$
|
6,730
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Auction Rate
Security
|
|
Contingent
Consideration
Arrangement
|
|
Auction Rate
Security
|
|
Contingent
Consideration
Arrangement
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at January 1
|
$
|
8,100
|
|
|
$
|
—
|
|
|
$
|
5,870
|
|
|
$
|
(10,000
|
)
|
Total net gains (losses) (unrealized):
|
|
|
|
|
|
|
|
||||||||
Included in earnings
|
—
|
|
|
(5,707
|
)
|
|
—
|
|
|
—
|
|
||||
Included in other comprehensive income (loss)
|
660
|
|
|
(368
|
)
|
|
860
|
|
|
—
|
|
||||
Fair value at date of acquisition
|
—
|
|
|
(40,837
|
)
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||
Balance at June 30
|
$
|
8,760
|
|
|
$
|
(46,912
|
)
|
|
$
|
6,730
|
|
|
$
|
—
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Current maturities of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15,844
|
)
|
|
$
|
(15,875
|
)
|
Long-term debt, net of current maturities
|
(580,000
|
)
|
|
(554,419
|
)
|
|
(580,000
|
)
|
|
(581,994
|
)
|
|
June 30,
2013
|
|
December 31,
2012
|
||||
|
(In thousands)
|
||||||
7.00% Senior Notes due January 15, 2013 (the "2002 Senior Notes"); interest payable each January 15 and July 15
|
$
|
—
|
|
|
$
|
15,844
|
|
4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15
|
500,000
|
|
|
500,000
|
|
||
5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035; interest payable each March 1 and September 1
|
80,000
|
|
|
80,000
|
|
||
Total long-term debt
|
580,000
|
|
|
595,844
|
|
||
Less current maturities
|
—
|
|
|
(15,844
|
)
|
||
Long-term debt, net of current maturities
|
$
|
580,000
|
|
|
$
|
580,000
|
|
|
Three Months Ended June 30, 2013
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Losses) Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance at April 1
|
$
|
(32,024
|
)
|
|
$
|
(12,072
|
)
|
|
$
|
(44,096
|
)
|
Other comprehensive (loss) income before reclassifications
|
(5,278
|
)
|
|
17,187
|
|
|
11,909
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net current period other comprehensive (loss) income
|
(5,278
|
)
|
|
17,187
|
|
|
11,909
|
|
|||
Balance at June 30
|
$
|
(37,302
|
)
|
|
$
|
5,115
|
|
|
$
|
(32,187
|
)
|
|
Six Months Ended June 30, 2013
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Losses) Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(25,073
|
)
|
|
$
|
(7,096
|
)
|
|
$
|
(32,169
|
)
|
Other comprehensive (loss) income before reclassifications
|
(12,229
|
)
|
|
12,212
|
|
|
(17
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net current period other comprehensive (loss) income
|
(12,229
|
)
|
|
12,211
|
|
|
(18
|
)
|
|||
Balance at June 30
|
$
|
(37,302
|
)
|
|
$
|
5,115
|
|
|
$
|
(32,187
|
)
|
|
Three Months Ended June 30,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
58,540
|
|
|
$
|
58,540
|
|
|
$
|
48,101
|
|
|
$
|
48,101
|
|
Net loss (earnings) attributable to noncontrolling interests
|
818
|
|
|
818
|
|
|
(128
|
)
|
|
(128
|
)
|
||||
Earnings from continuing operations attributable to IAC shareholders
|
59,358
|
|
|
59,358
|
|
|
47,973
|
|
|
47,973
|
|
||||
Loss from discontinued operations attributable to IAC shareholders
|
(1,068
|
)
|
|
(1,068
|
)
|
|
(4,641
|
)
|
|
(4,641
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
58,290
|
|
|
$
|
58,290
|
|
|
$
|
43,332
|
|
|
$
|
43,332
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
83,609
|
|
|
83,609
|
|
|
86,174
|
|
|
86,174
|
|
||||
Dilutive securities including stock options, warrants and RSUs
(a)(b)
|
—
|
|
|
2,954
|
|
|
—
|
|
|
5,766
|
|
||||
Denominator for earnings per share—weighted average shares
(a)(b)
|
83,609
|
|
|
86,563
|
|
|
86,174
|
|
|
91,940
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share attributable to IAC shareholders:
|
|
|
|
|
|
|
|
||||||||
Earnings per share from continuing operations
|
$
|
0.71
|
|
|
$
|
0.69
|
|
|
$
|
0.56
|
|
|
$
|
0.52
|
|
Discontinued operations
|
(0.01
|
)
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.05
|
)
|
||||
Earnings per share
|
$
|
0.70
|
|
|
$
|
0.67
|
|
|
$
|
0.50
|
|
|
$
|
0.47
|
|
|
Six Months Ended June 30,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Earnings from continuing operations
|
$
|
111,249
|
|
|
$
|
111,249
|
|
|
$
|
79,254
|
|
|
$
|
79,254
|
|
Net loss (earnings) attributable to noncontrolling interests
|
2,690
|
|
|
2,690
|
|
|
(487
|
)
|
|
(487
|
)
|
||||
Earnings from continuing operations attributable to IAC shareholders
|
113,939
|
|
|
113,939
|
|
|
78,767
|
|
|
78,767
|
|
||||
Loss from discontinued operations attributable to IAC shareholders
|
(2,012
|
)
|
|
(2,012
|
)
|
|
(957
|
)
|
|
(957
|
)
|
||||
Net earnings attributable to IAC shareholders
|
$
|
111,927
|
|
|
$
|
111,927
|
|
|
$
|
77,810
|
|
|
$
|
77,810
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average basic shares outstanding
|
83,912
|
|
|
83,912
|
|
|
84,487
|
|
|
84,487
|
|
||||
Dilutive securities including stock options, warrants and RSUs
(a)(b)
|
—
|
|
|
3,058
|
|
|
—
|
|
|
7,342
|
|
||||
Denominator for earnings per share—weighted average shares
(a)(b)
|
83,912
|
|
|
86,970
|
|
|
84,487
|
|
|
91,829
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share attributable to IAC shareholders:
|
|
|
|
|
|
|
|
||||||||
Earnings per share from continuing operations
|
$
|
1.36
|
|
|
$
|
1.31
|
|
|
$
|
0.93
|
|
|
$
|
0.86
|
|
Discontinued operations
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
||||
Earnings per share
|
$
|
1.33
|
|
|
$
|
1.29
|
|
|
$
|
0.92
|
|
|
$
|
0.85
|
|
(a)
|
If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and warrants and vesting of restricted stock units ("RSUs"). As of
May 8, 2012
, there are no warrants outstanding. For the
three
and
six
months ended
June 30, 2013
, approximately
0.7 million
and
3.8 million
shares, respectively, related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For both the three and six months ended
June 30, 2012
, approximately
0.6 million
shares related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
|
(b)
|
Performance-based stock units ("PSUs") are included in the denominator for earnings per share if (1) the applicable performance condition(s) has been met and (2) the inclusion of the PSUs is dilutive for the respective reporting periods. For the
three
and
six
months ended
June 30, 2013
, approximately
0.1 million
PSUs that are probable of vesting were excluded from the calculation of diluted earnings per share because the performance conditions had not been met. For the
three
and
six
months ended
June 30, 2012
, approximately
3.0 million
PSUs that were probable of vesting were excluded from the calculation of diluted earnings per share because the performance conditions had not been met.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Search & Applications
|
$
|
427,449
|
|
|
$
|
348,762
|
|
|
$
|
824,641
|
|
|
$
|
691,960
|
|
Match
|
194,320
|
|
|
178,418
|
|
|
383,182
|
|
|
352,693
|
|
||||
Local
|
84,734
|
|
|
84,505
|
|
|
159,679
|
|
|
161,624
|
|
||||
Media
|
58,014
|
|
|
38,368
|
|
|
103,329
|
|
|
54,279
|
|
||||
Other
|
35,005
|
|
|
30,629
|
|
|
71,050
|
|
|
60,835
|
|
||||
Inter-segment elimination
|
(111
|
)
|
|
(70
|
)
|
|
(221
|
)
|
|
(179
|
)
|
||||
Total
|
$
|
799,411
|
|
|
$
|
680,612
|
|
|
$
|
1,541,660
|
|
|
$
|
1,321,212
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating Income (Loss):
|
|
|
|
|
|
|
|
||||||||
Search & Applications
|
$
|
89,346
|
|
|
$
|
74,067
|
|
|
$
|
176,329
|
|
|
$
|
147,557
|
|
Match
|
58,387
|
|
|
57,099
|
|
|
99,346
|
|
|
87,005
|
|
||||
Local
|
(3,958
|
)
|
|
11,670
|
|
|
(7,361
|
)
|
|
15,459
|
|
||||
Media
|
(4,028
|
)
|
|
(7,305
|
)
|
|
(12,856
|
)
|
|
(13,974
|
)
|
||||
Other
|
(4,097
|
)
|
|
(2,182
|
)
|
|
(7,319
|
)
|
|
(3,896
|
)
|
||||
Corporate
|
(28,954
|
)
|
|
(35,873
|
)
|
|
(56,892
|
)
|
|
(71,910
|
)
|
||||
Total
|
$
|
106,696
|
|
|
$
|
97,476
|
|
|
$
|
191,247
|
|
|
$
|
160,241
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating Income Before Amortization:
|
|
|
|
|
|
|
|
||||||||
Search & Applications
|
$
|
96,007
|
|
|
$
|
74,079
|
|
|
$
|
189,656
|
|
|
$
|
147,579
|
|
Match
|
67,608
|
|
|
62,645
|
|
|
113,911
|
|
|
99,973
|
|
||||
Local
|
1,968
|
|
|
11,832
|
|
|
967
|
|
|
15,782
|
|
||||
Media
|
(3,522
|
)
|
|
(6,789
|
)
|
|
(11,896
|
)
|
|
(13,190
|
)
|
||||
Other
|
(3,418
|
)
|
|
(1,755
|
)
|
|
(5,917
|
)
|
|
(3,153
|
)
|
||||
Corporate
|
(17,741
|
)
|
|
(16,290
|
)
|
|
(33,069
|
)
|
|
(31,997
|
)
|
||||
Total
|
$
|
140,902
|
|
|
$
|
123,722
|
|
|
$
|
253,652
|
|
|
$
|
214,994
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands)
|
||||||||||||||
Depreciation:
|
|
|
|
|
|
|
|
||||||||
Search & Applications
|
$
|
6,413
|
|
|
$
|
3,385
|
|
|
$
|
10,278
|
|
|
$
|
6,676
|
|
Match
|
4,776
|
|
|
3,742
|
|
|
9,453
|
|
|
7,279
|
|
||||
Local
|
2,707
|
|
|
2,475
|
|
|
5,053
|
|
|
5,276
|
|
||||
Media
|
524
|
|
|
295
|
|
|
1,047
|
|
|
474
|
|
||||
Other
|
348
|
|
|
257
|
|
|
650
|
|
|
501
|
|
||||
Corporate
|
2,268
|
|
|
2,071
|
|
|
4,571
|
|
|
4,134
|
|
||||
Total
|
$
|
17,036
|
|
|
$
|
12,225
|
|
|
$
|
31,052
|
|
|
$
|
24,340
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
551,880
|
|
|
$
|
472,553
|
|
|
$
|
1,066,494
|
|
|
$
|
918,213
|
|
All other countries
|
247,531
|
|
|
208,059
|
|
|
475,166
|
|
|
402,999
|
|
||||
Total
|
$
|
799,411
|
|
|
$
|
680,612
|
|
|
$
|
1,541,660
|
|
|
$
|
1,321,212
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets):
|
|
|
|
||||
United States
|
$
|
267,861
|
|
|
$
|
251,379
|
|
All other countries
|
21,632
|
|
|
19,133
|
|
||
Total
|
$
|
289,493
|
|
|
$
|
270,512
|
|
|
Three Months Ended June 30, 2013
|
||||||||||||||||||
|
Operating
Income Before
Amortization
|
|
Non-Cash
Compensation
Expense
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustment
|
|
Operating
Income
(Loss)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Search & Applications
|
$
|
96,007
|
|
|
$
|
—
|
|
|
$
|
(6,661
|
)
|
|
$
|
—
|
|
|
$
|
89,346
|
|
Match
|
67,608
|
|
|
(363
|
)
|
|
(4,609
|
)
|
|
(4,249
|
)
|
|
58,387
|
|
|||||
Local
|
1,968
|
|
|
—
|
|
|
(5,926
|
)
|
|
—
|
|
|
(3,958
|
)
|
|||||
Media
|
(3,522
|
)
|
|
(213
|
)
|
|
(293
|
)
|
|
—
|
|
|
(4,028
|
)
|
|||||
Other
|
(3,418
|
)
|
|
(31
|
)
|
|
(648
|
)
|
|
—
|
|
|
(4,097
|
)
|
|||||
Corporate
|
(17,741
|
)
|
|
(11,213
|
)
|
|
—
|
|
|
—
|
|
|
(28,954
|
)
|
|||||
Total
|
$
|
140,902
|
|
|
$
|
(11,820
|
)
|
|
$
|
(18,137
|
)
|
|
$
|
(4,249
|
)
|
|
$
|
106,696
|
|
|
Three Months Ended June 30, 2012
|
||||||||||||||
|
Operating
Income Before
Amortization
|
|
Non-Cash
Compensation
Expense
|
|
Amortization
of Intangibles
|
|
Operating
Income
(Loss)
|
||||||||
|
(In thousands)
|
||||||||||||||
Search & Applications
|
$
|
74,079
|
|
|
$
|
(9
|
)
|
|
$
|
(3
|
)
|
|
$
|
74,067
|
|
Match
|
62,645
|
|
|
(556
|
)
|
|
(4,990
|
)
|
|
57,099
|
|
||||
Local
|
11,832
|
|
|
—
|
|
|
(162
|
)
|
|
11,670
|
|
||||
Media
|
(6,789
|
)
|
|
(236
|
)
|
|
(280
|
)
|
|
(7,305
|
)
|
||||
Other
|
(1,755
|
)
|
|
(57
|
)
|
|
(370
|
)
|
|
(2,182
|
)
|
||||
Corporate
|
(16,290
|
)
|
|
(19,583
|
)
|
|
—
|
|
|
(35,873
|
)
|
||||
Total
|
$
|
123,722
|
|
|
$
|
(20,441
|
)
|
|
$
|
(5,805
|
)
|
|
$
|
97,476
|
|
|
Six Months Ended June 30, 2013
|
||||||||||||||||||
|
Operating
Income Before
Amortization
|
|
Non-Cash
Compensation
Expense
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustment
|
|
Operating
Income
(Loss)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Search & Applications
|
$
|
189,656
|
|
|
$
|
(3
|
)
|
|
$
|
(13,324
|
)
|
|
$
|
—
|
|
|
$
|
176,329
|
|
Match
|
113,911
|
|
|
(206
|
)
|
|
(8,652
|
)
|
|
(5,707
|
)
|
|
99,346
|
|
|||||
Local
|
967
|
|
|
—
|
|
|
(8,328
|
)
|
|
—
|
|
|
(7,361
|
)
|
|||||
Media
|
(11,896
|
)
|
|
(418
|
)
|
|
(542
|
)
|
|
—
|
|
|
(12,856
|
)
|
|||||
Other
|
(5,917
|
)
|
|
(33
|
)
|
|
(1,369
|
)
|
|
—
|
|
|
(7,319
|
)
|
|||||
Corporate
|
(33,069
|
)
|
|
(23,823
|
)
|
|
—
|
|
|
—
|
|
|
(56,892
|
)
|
|||||
Total
|
$
|
253,652
|
|
|
$
|
(24,483
|
)
|
|
$
|
(32,215
|
)
|
|
$
|
(5,707
|
)
|
|
$
|
191,247
|
|
|
Six Months Ended June 30, 2012
|
||||||||||||||
|
Operating
Income Before
Amortization
|
|
Non-Cash
Compensation
Expense
|
|
Amortization
of Intangibles
|
|
Operating
Income
(Loss)
|
||||||||
|
(In thousands)
|
||||||||||||||
Search & Applications
|
$
|
147,579
|
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
|
$
|
147,557
|
|
Match
|
99,973
|
|
|
(1,463
|
)
|
|
(11,505
|
)
|
|
87,005
|
|
||||
Local
|
15,782
|
|
|
—
|
|
|
(323
|
)
|
|
15,459
|
|
||||
Media
|
(13,190
|
)
|
|
(504
|
)
|
|
(280
|
)
|
|
(13,974
|
)
|
||||
Other
|
(3,153
|
)
|
|
(10
|
)
|
|
(733
|
)
|
|
(3,896
|
)
|
||||
Corporate
|
(31,997
|
)
|
|
(39,913
|
)
|
|
—
|
|
|
(71,910
|
)
|
||||
Total
|
$
|
214,994
|
|
|
$
|
(41,907
|
)
|
|
$
|
(12,846
|
)
|
|
$
|
160,241
|
|
|
June 30, 2013
|
|
December 31, 2012
|
||||
|
(In thousands)
|
||||||
Property and equipment, net:
|
|
|
|
||||
Buildings and leasehold improvements
|
$
|
246,158
|
|
|
$
|
238,652
|
|
Computer equipment and capitalized software
|
203,443
|
|
|
197,402
|
|
||
Furniture and other equipment
|
44,227
|
|
|
42,949
|
|
||
Projects in progress
|
36,004
|
|
|
19,303
|
|
||
Land
|
5,117
|
|
|
5,117
|
|
||
|
534,949
|
|
|
503,423
|
|
||
Accumulated depreciation and amortization
|
(245,456
|
)
|
|
(232,911
|
)
|
||
Property and equipment, net
|
$
|
289,493
|
|
|
$
|
270,512
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
413,467
|
|
|
$
|
—
|
|
|
$
|
265,258
|
|
|
$
|
—
|
|
|
$
|
678,725
|
|
Marketable securities
|
7,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,775
|
|
|||||
Accounts receivable, net
|
11
|
|
|
151,153
|
|
|
84,786
|
|
|
—
|
|
|
235,950
|
|
|||||
Other current assets
|
26,226
|
|
|
66,061
|
|
|
52,875
|
|
|
3,123
|
|
|
148,285
|
|
|||||
Intercompany receivables
|
—
|
|
|
415,915
|
|
|
1,768,667
|
|
|
(2,184,582
|
)
|
|
—
|
|
|||||
Property and equipment, net
|
4,378
|
|
|
214,744
|
|
|
70,371
|
|
|
—
|
|
|
289,493
|
|
|||||
Goodwill
|
—
|
|
|
1,179,578
|
|
|
484,737
|
|
|
—
|
|
|
1,664,315
|
|
|||||
Intangible assets, net
|
—
|
|
|
319,251
|
|
|
146,910
|
|
|
—
|
|
|
466,161
|
|
|||||
Investment in subsidiaries
|
4,377,565
|
|
|
676,168
|
|
|
—
|
|
|
(5,053,733
|
)
|
|
—
|
|
|||||
Other non-current assets
|
181,304
|
|
|
18,071
|
|
|
122,358
|
|
|
54
|
|
|
321,787
|
|
|||||
Total assets
|
$
|
5,010,726
|
|
|
$
|
3,040,941
|
|
|
$
|
2,995,962
|
|
|
$
|
(7,235,138
|
)
|
|
$
|
3,812,491
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
1,543
|
|
|
$
|
45,858
|
|
|
$
|
35,893
|
|
|
$
|
—
|
|
|
$
|
83,294
|
|
Other current liabilities
|
38,823
|
|
|
263,956
|
|
|
239,449
|
|
|
(14,866
|
)
|
|
527,362
|
|
|||||
Long-term debt, net of current maturities
|
500,000
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
580,000
|
|
|||||
Income taxes payable
|
440,261
|
|
|
25,422
|
|
|
12,270
|
|
|
18,215
|
|
|
496,168
|
|
|||||
Intercompany liabilities
|
2,184,582
|
|
|
—
|
|
|
—
|
|
|
(2,184,582
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
214,212
|
|
|
81,475
|
|
|
83,471
|
|
|
(172
|
)
|
|
378,986
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
64,147
|
|
|
—
|
|
|
64,147
|
|
|||||
IAC shareholders' equity
|
1,631,305
|
|
|
2,544,230
|
|
|
2,509,503
|
|
|
(5,053,733
|
)
|
|
1,631,305
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
51,229
|
|
|
—
|
|
|
51,229
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
5,010,726
|
|
|
$
|
3,040,941
|
|
|
$
|
2,995,962
|
|
|
$
|
(7,235,138
|
)
|
|
$
|
3,812,491
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
501,075
|
|
|
$
|
—
|
|
|
$
|
248,902
|
|
|
$
|
—
|
|
|
$
|
749,977
|
|
Marketable securities
|
20,604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,604
|
|
|||||
Accounts receivable, net
|
43
|
|
|
142,627
|
|
|
87,160
|
|
|
—
|
|
|
229,830
|
|
|||||
Other current assets
|
58,452
|
|
|
53,720
|
|
|
45,204
|
|
|
(1,037
|
)
|
|
156,339
|
|
|||||
Intercompany receivables
|
—
|
|
|
482,926
|
|
|
10,276,178
|
|
|
(10,759,104
|
)
|
|
—
|
|
|||||
Property and equipment, net
|
4,116
|
|
|
194,515
|
|
|
71,881
|
|
|
—
|
|
|
270,512
|
|
|||||
Goodwill
|
—
|
|
|
1,190,199
|
|
|
425,955
|
|
|
—
|
|
|
1,616,154
|
|
|||||
Intangible assets, net
|
—
|
|
|
340,631
|
|
|
142,273
|
|
|
—
|
|
|
482,904
|
|
|||||
Investment in subsidiaries
|
12,913,694
|
|
|
611,851
|
|
|
—
|
|
|
(13,525,545
|
)
|
|
—
|
|
|||||
Other non-current assets
|
153,155
|
|
|
16,509
|
|
|
109,912
|
|
|
(68
|
)
|
|
279,508
|
|
|||||
Total assets
|
$
|
13,651,139
|
|
|
$
|
3,032,978
|
|
|
$
|
11,407,465
|
|
|
$
|
(24,285,754
|
)
|
|
$
|
3,805,828
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
4,366
|
|
|
$
|
64,888
|
|
|
$
|
29,060
|
|
|
$
|
—
|
|
|
$
|
98,314
|
|
Other current liabilities
|
74,214
|
|
|
216,010
|
|
|
238,003
|
|
|
(1,652
|
)
|
|
526,575
|
|
|||||
Long-term debt, net of current maturities
|
500,000
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
580,000
|
|
|||||
Income taxes payable
|
440,110
|
|
|
26,389
|
|
|
13,446
|
|
|
—
|
|
|
479,945
|
|
|||||
Intercompany liabilities
|
10,759,104
|
|
|
—
|
|
|
—
|
|
|
(10,759,104
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
217,617
|
|
|
91,119
|
|
|
45,950
|
|
|
547
|
|
|
355,233
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
1,388
|
|
|
56,738
|
|
|
—
|
|
|
58,126
|
|
|||||
IAC shareholders' equity
|
1,655,728
|
|
|
2,553,184
|
|
|
10,972,361
|
|
|
(13,525,545
|
)
|
|
1,655,728
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
51,907
|
|
|
—
|
|
|
51,907
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
13,651,139
|
|
|
$
|
3,032,978
|
|
|
$
|
11,407,465
|
|
|
$
|
(24,285,754
|
)
|
|
$
|
3,805,828
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
553,406
|
|
|
$
|
247,164
|
|
|
$
|
(1,159
|
)
|
|
$
|
799,411
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
549
|
|
|
156,703
|
|
|
116,570
|
|
|
(1,000
|
)
|
|
272,822
|
|
|||||
Selling and marketing expense
|
710
|
|
|
187,543
|
|
|
59,052
|
|
|
(152
|
)
|
|
247,153
|
|
|||||
General and administrative expense
|
23,582
|
|
|
44,015
|
|
|
35,925
|
|
|
(7
|
)
|
|
103,515
|
|
|||||
Product development expense
|
867
|
|
|
23,284
|
|
|
9,901
|
|
|
—
|
|
|
34,052
|
|
|||||
Depreciation
|
344
|
|
|
11,380
|
|
|
5,312
|
|
|
—
|
|
|
17,036
|
|
|||||
Amortization of intangibles
|
—
|
|
|
12,157
|
|
|
5,980
|
|
|
—
|
|
|
18,137
|
|
|||||
Total costs and expenses
|
26,052
|
|
|
435,082
|
|
|
232,740
|
|
|
(1,159
|
)
|
|
692,715
|
|
|||||
Operating (loss) income
|
(26,052
|
)
|
|
118,324
|
|
|
14,424
|
|
|
—
|
|
|
106,696
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
75,927
|
|
|
8,540
|
|
|
(132
|
)
|
|
(85,413
|
)
|
|
(1,078
|
)
|
|||||
Interest expense
|
(6,515
|
)
|
|
(1,078
|
)
|
|
(65
|
)
|
|
—
|
|
|
(7,658
|
)
|
|||||
Other income (expense), net
|
3,109
|
|
|
(9,627
|
)
|
|
6,514
|
|
|
—
|
|
|
(4
|
)
|
|||||
Earnings from continuing operations before income taxes
|
46,469
|
|
|
116,159
|
|
|
20,741
|
|
|
(85,413
|
)
|
|
97,956
|
|
|||||
Income tax benefit (provision)
|
12,889
|
|
|
(41,871
|
)
|
|
(10,434
|
)
|
|
—
|
|
|
(39,416
|
)
|
|||||
Earnings from continuing operations
|
59,358
|
|
|
74,288
|
|
|
10,307
|
|
|
(85,413
|
)
|
|
58,540
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
(1,068
|
)
|
|
—
|
|
|
4
|
|
|
(4
|
)
|
|
(1,068
|
)
|
|||||
Net earnings
|
58,290
|
|
|
74,288
|
|
|
10,311
|
|
|
(85,417
|
)
|
|
57,472
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
404
|
|
|
414
|
|
|
—
|
|
|
818
|
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
58,290
|
|
|
$
|
74,692
|
|
|
$
|
10,725
|
|
|
$
|
(85,417
|
)
|
|
$
|
58,290
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
70,199
|
|
|
$
|
74,628
|
|
|
$
|
5,227
|
|
|
$
|
(79,855
|
)
|
|
$
|
70,199
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
473,580
|
|
|
$
|
208,759
|
|
|
$
|
(1,727
|
)
|
|
$
|
680,612
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
1,299
|
|
|
136,869
|
|
|
100,489
|
|
|
(1,353
|
)
|
|
237,304
|
|
|||||
Selling and marketing expense
|
869
|
|
|
160,409
|
|
|
50,353
|
|
|
(379
|
)
|
|
211,252
|
|
|||||
General and administrative expense
|
28,721
|
|
|
35,333
|
|
|
25,580
|
|
|
5
|
|
|
89,639
|
|
|||||
Product development expense
|
1,447
|
|
|
18,514
|
|
|
6,950
|
|
|
—
|
|
|
26,911
|
|
|||||
Depreciation
|
145
|
|
|
8,673
|
|
|
3,407
|
|
|
—
|
|
|
12,225
|
|
|||||
Amortization of intangibles
|
—
|
|
|
596
|
|
|
5,209
|
|
|
—
|
|
|
5,805
|
|
|||||
Total costs and expenses
|
32,481
|
|
|
360,394
|
|
|
191,988
|
|
|
(1,727
|
)
|
|
583,136
|
|
|||||
Operating (loss) income
|
(32,481
|
)
|
|
113,186
|
|
|
16,771
|
|
|
—
|
|
|
97,476
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
108,333
|
|
|
14,025
|
|
|
(18,659
|
)
|
|
(122,708
|
)
|
|
(19,009
|
)
|
|||||
Interest expense
|
(277
|
)
|
|
(1,065
|
)
|
|
(22
|
)
|
|
—
|
|
|
(1,364
|
)
|
|||||
Other (expense) income, net
|
(104,077
|
)
|
|
(3,072
|
)
|
|
106,781
|
|
|
—
|
|
|
(368
|
)
|
|||||
(Loss) earnings from continuing operations before income taxes
|
(28,502
|
)
|
|
123,074
|
|
|
104,871
|
|
|
(122,708
|
)
|
|
76,735
|
|
|||||
Income tax benefit (provision)
|
76,475
|
|
|
(38,459
|
)
|
|
(66,650
|
)
|
|
—
|
|
|
(28,634
|
)
|
|||||
Earnings from continuing operations
|
47,973
|
|
|
84,615
|
|
|
38,221
|
|
|
(122,708
|
)
|
|
48,101
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
(4,641
|
)
|
|
—
|
|
|
718
|
|
|
(718
|
)
|
|
(4,641
|
)
|
|||||
Net earnings
|
43,332
|
|
|
84,615
|
|
|
38,939
|
|
|
(123,426
|
)
|
|
43,460
|
|
|||||
Net loss (earnings) attributable to noncontrolling interests
|
—
|
|
|
21
|
|
|
(149
|
)
|
|
—
|
|
|
(128
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
43,332
|
|
|
$
|
84,636
|
|
|
$
|
38,790
|
|
|
$
|
(123,426
|
)
|
|
$
|
43,332
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
9,319
|
|
|
$
|
84,400
|
|
|
$
|
16,287
|
|
|
$
|
(100,687
|
)
|
|
$
|
9,319
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,069,190
|
|
|
$
|
474,666
|
|
|
$
|
(2,196
|
)
|
|
$
|
1,541,660
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
1,226
|
|
|
310,375
|
|
|
218,849
|
|
|
(1,779
|
)
|
|
528,671
|
|
|||||
Selling and marketing expense
|
1,141
|
|
|
358,210
|
|
|
131,125
|
|
|
(409
|
)
|
|
490,067
|
|
|||||
General and administrative expense
|
45,827
|
|
|
84,167
|
|
|
69,253
|
|
|
(8
|
)
|
|
199,239
|
|
|||||
Product development expense
|
1,766
|
|
|
46,098
|
|
|
21,305
|
|
|
—
|
|
|
69,169
|
|
|||||
Depreciation
|
711
|
|
|
20,381
|
|
|
9,960
|
|
|
—
|
|
|
31,052
|
|
|||||
Amortization of intangibles
|
—
|
|
|
21,067
|
|
|
11,148
|
|
|
—
|
|
|
32,215
|
|
|||||
Total costs and expenses
|
50,671
|
|
|
840,298
|
|
|
461,640
|
|
|
(2,196
|
)
|
|
1,350,413
|
|
|||||
Operating (loss) income
|
(50,671
|
)
|
|
228,892
|
|
|
13,026
|
|
|
—
|
|
|
191,247
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
190,477
|
|
|
11,311
|
|
|
(223
|
)
|
|
(202,734
|
)
|
|
(1,169
|
)
|
|||||
Interest expense
|
(13,072
|
)
|
|
(2,143
|
)
|
|
(106
|
)
|
|
—
|
|
|
(15,321
|
)
|
|||||
Other (expense) income, net
|
(52,339
|
)
|
|
(28,357
|
)
|
|
82,350
|
|
|
—
|
|
|
1,654
|
|
|||||
Earnings from continuing operations before income taxes
|
74,395
|
|
|
209,703
|
|
|
95,047
|
|
|
(202,734
|
)
|
|
176,411
|
|
|||||
Income tax benefit (provision)
|
39,544
|
|
|
(75,454
|
)
|
|
(29,252
|
)
|
|
—
|
|
|
(65,162
|
)
|
|||||
Earnings from continuing operations
|
113,939
|
|
|
134,249
|
|
|
65,795
|
|
|
(202,734
|
)
|
|
111,249
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
(2,012
|
)
|
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
(2,012
|
)
|
|||||
Net earnings
|
111,927
|
|
|
134,249
|
|
|
65,806
|
|
|
(202,745
|
)
|
|
109,237
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
412
|
|
|
2,278
|
|
|
—
|
|
|
2,690
|
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
111,927
|
|
|
$
|
134,661
|
|
|
$
|
68,084
|
|
|
$
|
(202,745
|
)
|
|
$
|
111,927
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
111,909
|
|
|
$
|
134,523
|
|
|
$
|
46,494
|
|
|
$
|
(181,017
|
)
|
|
$
|
111,909
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
933,251
|
|
|
$
|
391,011
|
|
|
$
|
(3,050
|
)
|
|
$
|
1,321,212
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
2,693
|
|
|
278,845
|
|
|
181,389
|
|
|
(2,323
|
)
|
|
460,604
|
|
|||||
Selling and marketing expense
|
1,772
|
|
|
319,751
|
|
|
109,258
|
|
|
(743
|
)
|
|
430,038
|
|
|||||
General and administrative expense
|
58,060
|
|
|
71,117
|
|
|
48,918
|
|
|
16
|
|
|
178,111
|
|
|||||
Product development expense
|
2,823
|
|
|
38,965
|
|
|
13,244
|
|
|
—
|
|
|
55,032
|
|
|||||
Depreciation
|
292
|
|
|
17,643
|
|
|
6,405
|
|
|
—
|
|
|
24,340
|
|
|||||
Amortization of intangibles
|
—
|
|
|
1,226
|
|
|
11,620
|
|
|
—
|
|
|
12,846
|
|
|||||
Total costs and expenses
|
65,640
|
|
|
727,547
|
|
|
370,834
|
|
|
(3,050
|
)
|
|
1,160,971
|
|
|||||
Operating (loss) income
|
(65,640
|
)
|
|
205,704
|
|
|
20,177
|
|
|
—
|
|
|
160,241
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
206,198
|
|
|
18,185
|
|
|
(22,712
|
)
|
|
(226,581
|
)
|
|
(24,910
|
)
|
|||||
Interest expense
|
(555
|
)
|
|
(2,130
|
)
|
|
(26
|
)
|
|
—
|
|
|
(2,711
|
)
|
|||||
Other (expense) income, net
|
(208,564
|
)
|
|
(1,791
|
)
|
|
212,743
|
|
|
—
|
|
|
2,388
|
|
|||||
(Loss) earnings from continuing operations before income taxes
|
(68,561
|
)
|
|
219,968
|
|
|
210,182
|
|
|
(226,581
|
)
|
|
135,008
|
|
|||||
Income tax benefit (provision)
|
147,328
|
|
|
(75,075
|
)
|
|
(128,007
|
)
|
|
—
|
|
|
(55,754
|
)
|
|||||
Earnings from continuing operations
|
78,767
|
|
|
144,893
|
|
|
82,175
|
|
|
(226,581
|
)
|
|
79,254
|
|
|||||
(Loss) earnings from discontinued operations, net of tax
|
(957
|
)
|
|
—
|
|
|
258
|
|
|
(258
|
)
|
|
(957
|
)
|
|||||
Net earnings
|
77,810
|
|
|
144,893
|
|
|
82,433
|
|
|
(226,839
|
)
|
|
78,297
|
|
|||||
Net loss (earnings) attributable to noncontrolling interests
|
—
|
|
|
37
|
|
|
(524
|
)
|
|
—
|
|
|
(487
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
77,810
|
|
|
$
|
144,930
|
|
|
$
|
81,909
|
|
|
$
|
(226,839
|
)
|
|
$
|
77,810
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
74,693
|
|
|
$
|
144,720
|
|
|
$
|
65,560
|
|
|
$
|
(210,280
|
)
|
|
$
|
74,693
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities attributable to continuing operations
|
$
|
(32,997
|
)
|
|
$
|
253,527
|
|
|
$
|
7,733
|
|
|
$
|
—
|
|
|
$
|
228,263
|
|
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(6,072
|
)
|
|
(30,841
|
)
|
|
—
|
|
|
(36,913
|
)
|
|||||
Capital expenditures
|
(719
|
)
|
|
(38,482
|
)
|
|
(8,618
|
)
|
|
—
|
|
|
(47,819
|
)
|
|||||
Proceeds from maturities and sales of marketable debt securities
|
12,502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,502
|
|
|||||
Proceeds from sales of long-term investments
|
—
|
|
|
—
|
|
|
310
|
|
|
—
|
|
|
310
|
|
|||||
Purchases of long-term investments
|
(17,362
|
)
|
|
—
|
|
|
(7,897
|
)
|
|
—
|
|
|
(25,259
|
)
|
|||||
Other, net
|
(55
|
)
|
|
38
|
|
|
(1,426
|
)
|
|
—
|
|
|
(1,443
|
)
|
|||||
Net cash used in investing activities attributable to continuing operations
|
(5,634
|
)
|
|
(44,516
|
)
|
|
(48,472
|
)
|
|
—
|
|
|
(98,622
|
)
|
|||||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury stock
|
(162,660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162,660
|
)
|
|||||
Net payments from stock-based award activities
|
(868
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(868
|
)
|
|||||
Dividends
|
(38,880
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(38,880
|
)
|
|||||
Excess tax benefits from stock-based awards
|
23,547
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,547
|
|
|||||
Principal payments on long-term debt
|
(15,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,844
|
)
|
|||||
Intercompany
|
144,320
|
|
|
(207,810
|
)
|
|
63,490
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
(927
|
)
|
|
(1,224
|
)
|
|
(1,483
|
)
|
|
—
|
|
|
(3,634
|
)
|
|||||
Net cash (used in) provided by financing activities attributable to continuing operations
|
(51,312
|
)
|
|
(209,034
|
)
|
|
62,007
|
|
|
—
|
|
|
(198,339
|
)
|
|||||
Total cash (used in) provided by continuing operations
|
(89,943
|
)
|
|
(23
|
)
|
|
21,268
|
|
|
—
|
|
|
(68,698
|
)
|
|||||
Total cash provided by discontinued operations
|
2,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,335
|
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
23
|
|
|
(4,912
|
)
|
|
—
|
|
|
(4,889
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(87,608
|
)
|
|
—
|
|
|
16,356
|
|
|
—
|
|
|
(71,252
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
501,075
|
|
|
—
|
|
|
248,902
|
|
|
—
|
|
|
749,977
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
413,467
|
|
|
$
|
—
|
|
|
$
|
265,258
|
|
|
$
|
—
|
|
|
$
|
678,725
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Total Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities attributable to continuing operations
|
$
|
(11,514
|
)
|
|
$
|
204,438
|
|
|
$
|
12,603
|
|
|
$
|
—
|
|
|
$
|
205,527
|
|
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(19,126
|
)
|
|
(1,285
|
)
|
|
—
|
|
|
(20,411
|
)
|
|||||
Capital expenditures
|
(31
|
)
|
|
(13,010
|
)
|
|
(7,312
|
)
|
|
—
|
|
|
(20,353
|
)
|
|||||
Proceeds from maturities and sales of marketable debt securities
|
39,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,000
|
|
|||||
Purchases of marketable debt securities
|
(24,254
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,254
|
)
|
|||||
Proceeds from sales of long-term investments
|
12,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,527
|
|
|||||
Purchases of long-term investments
|
—
|
|
|
(24
|
)
|
|
(6,220
|
)
|
|
—
|
|
|
(6,244
|
)
|
|||||
Other, net
|
(350
|
)
|
|
(220
|
)
|
|
(12,033
|
)
|
|
—
|
|
|
(12,603
|
)
|
|||||
Net cash provided by (used in) investing activities attributable to continuing operations
|
26,892
|
|
|
(32,380
|
)
|
|
(26,850
|
)
|
|
—
|
|
|
(32,338
|
)
|
|||||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury stock
|
(359,231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(359,231
|
)
|
|||||
Net proceeds from stock-based award activities
|
301,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301,677
|
|
|||||
Dividends
|
(21,697
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,697
|
)
|
|||||
Excess tax benefits from stock-based awards
|
9,461
|
|
|
4,892
|
|
|
—
|
|
|
—
|
|
|
14,353
|
|
|||||
Intercompany
|
109,568
|
|
|
(176,951
|
)
|
|
67,383
|
|
|
—
|
|
|
—
|
|
|||||
Other, net
|
—
|
|
|
—
|
|
|
(2,842
|
)
|
|
—
|
|
|
(2,842
|
)
|
|||||
Net cash provided by (used in) financing activities attributable to continuing operations
|
39,778
|
|
|
(172,059
|
)
|
|
64,541
|
|
|
—
|
|
|
(67,740
|
)
|
|||||
Total cash provided by (used in) continuing operations
|
55,156
|
|
|
(1
|
)
|
|
50,294
|
|
|
—
|
|
|
105,449
|
|
|||||
Total cash used in discontinued operations
|
(656
|
)
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
(729
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
1
|
|
|
(1,678
|
)
|
|
—
|
|
|
(1,677
|
)
|
|||||
Net increase in cash and cash equivalents
|
54,500
|
|
|
—
|
|
|
48,543
|
|
|
—
|
|
|
103,043
|
|
|||||
Cash and cash equivalents at beginning of period
|
545,222
|
|
|
—
|
|
|
158,931
|
|
|
—
|
|
|
704,153
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
599,722
|
|
|
$
|
—
|
|
|
$
|
207,474
|
|
|
$
|
—
|
|
|
$
|
807,196
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Search & Applications
|
$
|
427,449
|
|
|
$
|
78,687
|
|
|
23%
|
|
$
|
348,762
|
|
|
$
|
824,641
|
|
|
$
|
132,681
|
|
|
19%
|
|
$
|
691,960
|
|
Match
|
194,320
|
|
|
15,902
|
|
|
9%
|
|
178,418
|
|
|
383,182
|
|
|
30,489
|
|
|
9%
|
|
352,693
|
|
||||||
Local
|
84,734
|
|
|
229
|
|
|
—%
|
|
84,505
|
|
|
159,679
|
|
|
(1,945
|
)
|
|
(1)%
|
|
161,624
|
|
||||||
Media
|
58,014
|
|
|
19,646
|
|
|
51%
|
|
38,368
|
|
|
103,329
|
|
|
49,050
|
|
|
90%
|
|
54,279
|
|
||||||
Other
|
35,005
|
|
|
4,376
|
|
|
14%
|
|
30,629
|
|
|
71,050
|
|
|
10,215
|
|
|
17%
|
|
60,835
|
|
||||||
Inter-segment elimination
|
(111
|
)
|
|
(41
|
)
|
|
(58)%
|
|
(70
|
)
|
|
(221
|
)
|
|
(42
|
)
|
|
(23)%
|
|
(179
|
)
|
||||||
Total
|
$
|
799,411
|
|
|
$
|
118,799
|
|
|
17%
|
|
$
|
680,612
|
|
|
$
|
1,541,660
|
|
|
$
|
220,448
|
|
|
17%
|
|
$
|
1,321,212
|
|
|
Three Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Cost of revenue
|
$272,822
|
|
$35,518
|
|
15%
|
|
$237,304
|
As a percentage of revenue
|
34%
|
|
|
|
|
|
35%
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Cost of revenue
|
$528,671
|
|
$68,067
|
|
15%
|
|
$460,604
|
As a percentage of revenue
|
34%
|
|
|
|
|
|
35%
|
|
Three Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Selling and marketing expense
|
$247,153
|
|
$35,901
|
|
17%
|
|
$211,252
|
As a percentage of revenue
|
31%
|
|
|
|
|
|
31%
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Selling and marketing expense
|
$490,067
|
|
$60,029
|
|
14%
|
|
$430,038
|
As a percentage of revenue
|
32%
|
|
|
|
|
|
33%
|
|
Three Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
General and administrative expense
|
$103,515
|
|
$13,876
|
|
15%
|
|
$89,639
|
As a percentage of revenue
|
13%
|
|
|
|
|
|
13%
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
General and administrative expense
|
$199,239
|
|
$21,128
|
|
12%
|
|
$178,111
|
As a percentage of revenue
|
13%
|
|
|
|
|
|
13%
|
|
Three Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Product development expense
|
$34,052
|
|
$7,141
|
|
27%
|
|
$26,911
|
As a percentage of revenue
|
4%
|
|
|
|
|
|
4%
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Product development expense
|
$69,169
|
|
$14,137
|
|
26%
|
|
$55,032
|
As a percentage of revenue
|
4%
|
|
|
|
|
|
4%
|
|
Three Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$17,036
|
|
$4,811
|
|
39%
|
|
$12,225
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Depreciation
|
$31,052
|
|
$6,712
|
|
28%
|
|
$24,340
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Search & Applications
|
$
|
96,007
|
|
|
$
|
21,928
|
|
|
30%
|
|
$
|
74,079
|
|
|
$
|
189,656
|
|
|
$
|
42,077
|
|
|
29%
|
|
$
|
147,579
|
|
Match
|
67,608
|
|
|
4,963
|
|
|
8%
|
|
62,645
|
|
|
113,911
|
|
|
13,938
|
|
|
14%
|
|
99,973
|
|
||||||
Local
|
1,968
|
|
|
(9,864
|
)
|
|
(83)%
|
|
11,832
|
|
|
967
|
|
|
(14,815
|
)
|
|
(94)%
|
|
15,782
|
|
||||||
Media
|
(3,522
|
)
|
|
3,267
|
|
|
48%
|
|
(6,789
|
)
|
|
(11,896
|
)
|
|
1,294
|
|
|
10%
|
|
(13,190
|
)
|
||||||
Other
|
(3,418
|
)
|
|
(1,663
|
)
|
|
(95)%
|
|
(1,755
|
)
|
|
(5,917
|
)
|
|
(2,764
|
)
|
|
(88)%
|
|
(3,153
|
)
|
||||||
Corporate
|
(17,741
|
)
|
|
(1,451
|
)
|
|
(9)%
|
|
(16,290
|
)
|
|
(33,069
|
)
|
|
(1,072
|
)
|
|
(3)%
|
|
(31,997
|
)
|
||||||
Total
|
$
|
140,902
|
|
|
$
|
17,180
|
|
|
14%
|
|
$
|
123,722
|
|
|
$
|
253,652
|
|
|
$
|
38,658
|
|
|
18%
|
|
$
|
214,994
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
Search & Applications
|
$
|
89,346
|
|
|
$
|
15,279
|
|
|
21%
|
|
$
|
74,067
|
|
|
$
|
176,329
|
|
|
$
|
28,772
|
|
|
19%
|
|
$
|
147,557
|
|
Match
|
58,387
|
|
|
1,288
|
|
|
2%
|
|
57,099
|
|
|
99,346
|
|
|
12,341
|
|
|
14%
|
|
87,005
|
|
||||||
Local
|
(3,958
|
)
|
|
(15,628
|
)
|
|
NM
|
|
11,670
|
|
|
(7,361
|
)
|
|
(22,820
|
)
|
|
NM
|
|
15,459
|
|
||||||
Media
|
(4,028
|
)
|
|
3,277
|
|
|
45%
|
|
(7,305
|
)
|
|
(12,856
|
)
|
|
1,118
|
|
|
8%
|
|
(13,974
|
)
|
||||||
Other
|
(4,097
|
)
|
|
(1,915
|
)
|
|
(88)%
|
|
(2,182
|
)
|
|
(7,319
|
)
|
|
(3,423
|
)
|
|
(88)%
|
|
(3,896
|
)
|
||||||
Corporate
|
(28,954
|
)
|
|
6,919
|
|
|
19%
|
|
(35,873
|
)
|
|
(56,892
|
)
|
|
15,018
|
|
|
21%
|
|
(71,910
|
)
|
||||||
Total
|
$
|
106,696
|
|
|
$
|
9,220
|
|
|
9%
|
|
$
|
97,476
|
|
|
$
|
191,247
|
|
|
$
|
31,006
|
|
|
19%
|
|
$
|
160,241
|
|
|
Three Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Equity in losses of unconsolidated affiliates
|
$(1,078)
|
|
$17,931
|
|
94%
|
|
$(19,009)
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Equity in losses of unconsolidated affiliates
|
$(1,169)
|
|
$23,741
|
|
95%
|
|
$(24,910)
|
|
Three Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Interest expense
|
$(7,658)
|
|
$(6,294)
|
|
461%
|
|
$(1,364)
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Interest expense
|
$(15,321)
|
|
$(12,610)
|
|
465%
|
|
$(2,711)
|
|
Three Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Income tax provision
|
$(39,416)
|
|
NM
|
|
NM
|
|
$(28,634)
|
|
Six Months Ended June 30,
|
||||||
|
2013
|
|
$ Change
|
|
% Change
|
|
2012
|
|
(Dollars in thousands)
|
||||||
Income tax provision
|
$(65,162)
|
|
NM
|
|
NM
|
|
$(55,754)
|
|
|
Six Months Ended June 30,
|
||
|
|
2013
|
|
2012
|
|
|
(In thousands)
|
||
Net cash provided by operating activities
|
|
$228,263
|
|
$205,527
|
Net cash used in investing activities
|
|
(98,622)
|
|
(32,338)
|
Net cash used in financing activities
|
|
(198,339)
|
|
(67,740)
|
Period
|
(a)
Total
Number of Shares
Purchased
|
|
(b)
Average
Price Paid
Per Share(1)
|
|
(c)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs(2)
|
|
(d)
Maximum
Number of
Shares that
May Yet Be
Purchased
Under Publicly
Announced
Plans or
Programs(3)
|
|||||
April 2013
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
May 2013
|
680,000
|
|
|
$
|
50.25
|
|
|
680,000
|
|
|
11,007,606
|
|
June 2013
|
800,000
|
|
|
$
|
48.69
|
|
|
800,000
|
|
|
10,207,606
|
|
Total
|
1,480,000
|
|
|
$
|
49.41
|
|
|
1,480,000
|
|
|
10,207,606
|
|
(1)
|
Reflects the average price paid per share of IAC common stock.
|
(2)
|
Reflects repurchases made pursuant to repurchase authorizations previously announced in May 2012.
|
(3)
|
Represents the total number of shares of common stock that remained available for repurchase as of June 30, 2013 pursuant to the May 2012 and April 2013 repurchase authorizations. IAC may purchase shares pursuant to these repurchase authorizations over an indefinite period of time on the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.
|
Exhibit
Number
|
Description
|
Location
|
|
3.1
|
|
Restated Certificate of Incorporation of IAC/InterActiveCorp.
|
Exhibit 3.1 to the Registrant's Registration Statement on Form 8-A/A, filed on August 12, 2005.
|
3.2
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of IAC/InterActiveCorp.
|
Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 22, 2008.
|
3.3
|
|
Amended and Restated By-Laws of IAC/InterActiveCorp.
|
Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2010.
|
4.1
|
|
Supplemental Indenture, dated as of May 30, 2013, among IAC/InterActiveCorp, as Issuer, the Guarantors party thereto and Computershare Trust Company, N.A., as Trustee.
|
Exhibit 4.4 to the Registrant's Registration Statement on Form S-4/A, filed on June 5, 2013.
|
10.1
|
|
IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a‑14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
|
|
31.2
|
|
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
|
|
31.3
|
|
Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act.(2)
|
|
32.2
|
|
Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
|
|
32.3
|
|
Certification of the Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
|
|
101.INS
|
|
XBRL Instance
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation
|
|
(1)
|
Filed herewith.
|
(2)
|
Furnished herewith.
|
Dated:
|
August 8, 2013
|
|
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IAC/INTERACTIVECORP
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By:
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/s/ JEFFREY W. KIP
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Jeffrey W. Kip
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Executive Vice President and
Chief Financial Officer |
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Signature
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Title
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Date
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/s/ JEFFREY W. KIP
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Executive Vice President and
Chief Financial Officer
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August 8, 2013
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Jeffrey W. Kip
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2013 of IAC/InterActiveCorp;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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August 8, 2013
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/s/ GREGORY R. BLATT
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Gregory R. Blatt
Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2013 of IAC/InterActiveCorp;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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August 8, 2013
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/s/ BARRY DILLER
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Barry Diller
Chairman and Senior Executive
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2013 of IAC/InterActiveCorp;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Dated:
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August 8, 2013
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/s/ JEFFREY W. KIP
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Jeffrey W. Kip
Executive Vice President & Chief Financial Officer
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(1)
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the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
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Dated:
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August 8, 2013
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/s/ GREGORY R. BLATT
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Gregory R. Blatt
Chief Executive Officer
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(1)
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the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
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Dated:
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August 8, 2013
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/s/ BARRY DILLER
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Barry Diller
Chairman and Senior Executive
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(1)
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the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
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Dated:
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August 8, 2013
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/s/ JEFFREY W. KIP
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Jeffrey W. Kip
Executive Vice President & Chief Financial Officer
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