|
|
|
Delaware
(State or other jurisdiction
of incorporation or organization)
|
|
59-2712887
(I.R.S. Employer Identification No.)
|
555 West 18th Street, New York, New York
(Address of Registrant's principal executive offices)
|
|
10011
(Zip Code)
|
Title of each class
|
|
Name of exchange on which registered
|
Common Stock, par value $0.001
|
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
|
Smaller reporting company
o
|
Common Stock
|
|
77,275,479
|
|
Class B Common Stock
|
|
5,789,499
|
|
Total
|
|
83,064,978
|
|
|
|
Page
Number
|
•
|
our ability to increase consumer acceptance of dating products;
|
•
|
the continued strength of Match Group’s brands;
|
•
|
the breadth and depth of Match Group’s active communities of users relative to its competitors;
|
•
|
our ability to evolve our dating products in response to competitors’ offerings, user requirements, social trends and the technological landscape;
|
•
|
our ability to efficiently acquire new users for our dating products;
|
•
|
our ability to continue to optimize our monetization strategies; and
|
•
|
the design and functionality of our dating products.
|
•
|
the size, quality (as determined, in part, by reference to our pre-screening efforts and customer ratings and reviews), diversity and stability of our network of home services professionals and the quality of the services they provide;
|
•
|
our continued ability to deliver service requests that convert into revenue for our network of home services professionals in a cost-effective manner;
|
•
|
whether our subscription products resonate with (and provide value to) our home services professionals;
|
•
|
the functionality of our websites and mobile applications and the attractiveness of their features and our services generally to consumers and home services professionals, as well as our ability to introduce new products and services that resonate with consumers and home services professionals; and
|
•
|
our ability to build and maintain awareness of (and loyalty to) the HomeAdvisor brand.
|
•
|
our Premium Brands business, which includes About.com, Dictionary.com, Investopedia and The Daily Beast; and
|
•
|
our Ask & Other business, which includes Ask.com, CityGrid, ASKfm and a labs division focused on accelerating growth for the portfolio of websites within the Publishing segment and incubating new digital publishing sites in emerging verticals.
|
•
|
About.com, which provides detailed information and content written by independent, freelance subject matter experts across hundreds of vertical categories;
|
•
|
Dictionary.com, which primarily provides online and mobile dictionary, thesaurus and reference services;
|
•
|
Investopedia, a resource for investment and personal finance education and information; and
|
•
|
The Daily Beast, a website dedicated to news, commentary, culture and entertainment that curates and publishes existing and original online content from its own roster of contributors in the United States.
|
•
|
Ask.com, which provides general search services, as well as question and answer services that provide direct answers to natural-language questions;
|
•
|
CityGrid, an advertising network that integrates local content and advertising for distribution to affiliated and third party publishers across web and mobile platforms;
|
•
|
ASKfm, a questions and answers social network; and
|
•
|
a labs division focused on accelerating growth for its portfolio of websites and incubating new digital publishing sites in emerging verticals.
|
•
|
the quality of the content and features on our various Publishing platforms (websites and mobile applications), and the attractiveness of the services provided by these platforms generally, relative to those of our competitors;
|
•
|
our ability to successfully generate and acquire content (or the rights thereto) in a cost-effective manner;
|
•
|
the relevance and authority of content, search results and answers;
|
•
|
our ability to successfully market the content and search services offered by our Publishing businesses in a cost-effective manner; and
|
•
|
our continued ability to differentiate Ask.com from its competitors through question and answer services that endeavors to provide accurate, authoritative and direct answers to natural‑language questions (in the form of algorithmic search results and/or responses from other Ask.com users, as well as indexed question and answer pairings from various websites and online services), as well as our ability to attract advertisers to this initiative.
|
•
|
Consumer, which includes our direct-to-consumer downloadable desktop applications, including SlimWare, and Apalon, which houses our mobile applications; and
|
•
|
Partnerships, which includes our business-to-business partnership operations.
|
•
|
create toolbars and other applications that resonate with consumers (which requires that we continue to bundle attractive features, content and services, some of which may be owned by third parties, with quality search services);
|
•
|
maintain industry-leading monetization solutions for our applications;
|
•
|
differentiate our toolbars and other applications from those of our competitors (primarily through providing customized toolbars and access to multiple search and other services through our toolbars);
|
•
|
secure cost-effective distribution arrangements with third parties; and
|
•
|
market and distribute our toolbars and other applications directly to consumers in a cost-effective manner.
|
•
|
the quality of our technology platform and the viewing and production experiences we provide consumers and video creators across Internet-connected devices (desktop, mobile and television);
|
•
|
whether our subscription offerings resonate with video creators;
|
•
|
our ability to attract high-quality content, both for free and fee-based viewing;
|
•
|
the accessibility of our videos on search engines and social media platforms;
|
•
|
the recognition and strength of the Vimeo brand relative to those of our competitors; and
|
•
|
our ability to drive new subscribers and viewers to our platform through various forms of direct advertising.
|
•
|
the quality and diversity of our content and the third parties to whom we license our content, as well as the quality of the services provided by licensees of our content;
|
•
|
our continued ability to create new content that resonates with licensees and viewers; and
|
•
|
our ability to sell integration and sponsorship opportunities for our content.
|
•
|
limiting our respective abilities to obtain additional financing to fund working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;
|
•
|
limiting our respective abilities to use operating cash flow in other areas of our respective businesses because we must dedicate a substantial portion of these funds to service debt;
|
•
|
limiting our respective abilities to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse economic and industry conditions;
|
•
|
restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;
|
•
|
restricting the way in which we conduct business because of financial and operating covenants in the agreements governing our respective existing and future indebtedness;
|
•
|
exposing us to potential events of default (if not cured or waived) under financial and operating covenants contained in our or our respective subsidiaries’ debt instruments that could have a material adverse effect on our business, financial condition and operating results;
|
•
|
increasing our vulnerability to a downturn in general economic conditions or in pricing of our products and services; and
|
•
|
limiting our respective abilities to react to changing market conditions in the various industries in which we do business.
|
•
|
our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
|
•
|
our future ability and the future ability of Match Group to borrow under our respective revolving credit agreements, the availability of which will depend on, among other things, compliance with the covenants in the then‑existing agreements governing such indebtedness.
|
•
|
create liens on certain assets;
|
•
|
incur additional debt;
|
•
|
make certain investments and acquisitions;
|
•
|
consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
|
•
|
sell certain assets;
|
•
|
pay dividends on or make distributions in respect of our capital stock or make restricted payments;
|
•
|
enter into certain transactions with our affiliates; and
|
•
|
place restrictions on distributions from subsidiaries.
|
•
|
properly value prospective acquisitions, especially those with limited operating histories;
|
•
|
successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with our existing operations and systems;
|
•
|
successfully identify and realize potential synergies among acquired and existing businesses;
|
•
|
retain or hire senior management and other key personnel at acquired businesses; and
|
•
|
successfully manage acquisition‑related strain on the management, operations and financial resources of IAC and its businesses and/or acquired businesses.
|
•
|
operational and compliance challenges caused by distance, language and cultural differences;
|
•
|
difficulties in staffing and managing international operations;
|
•
|
differing levels of social and technological acceptance of our products and services or lack of acceptance of them generally;
|
•
|
foreign currency fluctuations;
|
•
|
restrictions on the transfer of funds among countries and back to the United States and costs associated with repatriating funds to the United States;
|
•
|
differing and potentially adverse tax laws;
|
•
|
multiple, conflicting and changing laws, rules and regulations, and difficulties understanding and ensuring compliance with those laws by both our employees and our business partners, over whom we exert no control;
|
•
|
competitive environments that favor local businesses;
|
•
|
limitations on the level of intellectual property protection; and
|
•
|
trade sanctions, political unrest, terrorism, war and epidemics or the threat of any of these events.
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2015
|
|
|
|
||||
Fourth Quarter
|
$
|
73.15
|
|
|
$
|
58.30
|
|
Third Quarter
|
84.66
|
|
|
63.29
|
|
||
Second Quarter
|
82.40
|
|
|
66.63
|
|
||
First Quarter
|
70.10
|
|
|
59.11
|
|
||
Year Ended December 31, 2014
|
|
|
|
||||
Fourth Quarter
|
$
|
68.40
|
|
|
$
|
56.50
|
|
Third Quarter
|
73.93
|
|
|
63.00
|
|
||
Second Quarter
|
73.27
|
|
|
61.00
|
|
||
First Quarter
|
80.64
|
|
|
64.45
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
3,230,933
|
|
|
$
|
3,109,547
|
|
|
$
|
3,022,987
|
|
|
$
|
2,800,933
|
|
|
$
|
2,059,444
|
|
Earnings from continuing operations
|
113,357
|
|
|
234,557
|
|
|
281,799
|
|
|
169,847
|
|
|
175,569
|
|
|||||
Earnings per share from continuing operations attributable to IAC shareholders:
|
|
|
|
|
|||||||||||||||
Basic
|
$
|
1.44
|
|
|
$
|
2.88
|
|
|
$
|
3.40
|
|
|
$
|
1.95
|
|
|
$
|
2.05
|
|
Diluted
|
$
|
1.33
|
|
|
$
|
2.71
|
|
|
$
|
3.27
|
|
|
$
|
1.81
|
|
|
$
|
1.89
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
1.36
|
|
|
$
|
1.16
|
|
|
$
|
0.96
|
|
|
$
|
0.72
|
|
|
$
|
0.12
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2014
(2)
|
|
2013
(2)
|
|
2012
(2)
|
|
2011
(2)
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,209,950
|
|
|
$
|
4,256,885
|
|
|
$
|
4,201,364
|
|
|
$
|
3,786,643
|
|
|
$
|
3,368,989
|
|
Long-term debt, including current maturities
|
1,788,213
|
|
|
1,080,000
|
|
|
1,080,000
|
|
|
595,844
|
|
|
95,844
|
|
(1)
|
We recognized items that affected the comparability of results for the years 2015, 2014 and 2013, see "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations."
|
(2)
|
Total assets has been adjusted due to the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2015-17,
Income Taxes
which requires that deferred tax assets and liabilities be classified as noncurrent in the consolidated balance sheet, see "Note 2—Summary of Significant Accounting Policies" in the consolidated financial statements included in "Item 8—Consolidated Financial Statements and Supplementary Data."
|
•
|
Reportable Segments
|
◦
|
Match Group
- includes the businesses of Match Group, Inc., which completed its initial public offering ("IPO") on November 24, 2015; and is comprised of
Dating,
which consists of
Dating North America
and
Dating International
, and
Non-dating,
which consists of The Princeton Review.
|
◦
|
HomeAdvisor
- is a leading nationwide home services digital marketplace that helps connect consumers with home professionals.
|
◦
|
Publishing
- consists of
Premium Brands,
which includes About.com, Dictionary.com, Investopedia and The Daily Beast; and
Ask & Other,
which includes Ask.com, CityGrid and ASKfm.
|
◦
|
Applications
- consists of
Consumer
, which includes our direct-to-consumer downloadable desktop applications, including SlimWare, and Apalon, which houses our mobile applications operations; and
Partnerships
, which includes our business-to-business partnership operations.
|
◦
|
Video
- consists primarily of Vimeo and DailyBurn, as well as Electus, IAC Films, CollegeHumor and Notional.
|
◦
|
Other
- consists of ShoeBuy and PriceRunner.
|
•
|
Dating North America
- includes Match, Chemistry, People Media, PlentyOfFish, OkCupid, Tinder and other dating businesses operating within the United States and Canada.
|
•
|
Dating International -
includes Meetic, the international operations of PlentyOfFish and Tinder and all other dating businesses operating outside of the United States and Canada.
|
•
|
Direct Revenue
- is revenue that is directly received by Match Group from an end user of its products.
|
•
|
Average PMC
- is calculated by summing the number of paid subscribers, or paid member count ("PMC"), at the end of each day in the relevant measurement period and dividing it by the number of calendar days in that period.
|
•
|
Average Revenue per Paying User ("ARPPU")
- is Direct Revenue in the relevant measurement period divided by the Average PMC in such period divided by the number of calendar days in such period.
|
•
|
Service Requests
- are fully completed and submitted customer service requests on HomeAdvisor.
|
•
|
Paying Service Professionals ("SPs")
- are the number of service professionals that had an active membership or paid for leads in the last month of the period.
|
•
|
Cost of revenue -
consists primarily of traffic acquisition costs and includes payments made to partners who distribute our Partnerships customized browser-based applications, integrate our paid listings into their websites and fees related to the distribution and facilitation of in-app purchase of product features. These payments include amounts based on revenue share and other arrangements. Cost of revenue also includes ShoeBuy's cost of products sold and shipping and handling costs, production costs related to media produced by Electus and other businesses within our Video segment, content acquisition costs, expenses associated with the operation of the Company's data centers, including compensation (including stock-based compensation) and other employee-related costs, rent, energy and hosting fees.
|
•
|
Selling and marketing expense -
consists primarily of advertising expenditures and compensation (including stock-based compensation) and other employee-related costs for personnel engaged in selling and marketing, sales support and customer service functions. Advertising expenditures include online marketing, including fees paid to search
|
•
|
General and administrative expense -
consists primarily of compensation (including stock-based compensation) and other employee-related costs for personnel engaged in executive management, finance, legal, tax and human resources, facilities costs and fees for professional services.
|
•
|
Product development expense
-
consists primarily of compensation (including stock-based compensation) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology.
|
•
|
2012 Senior Notes
- IAC's 4.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15, which commenced June 15, 2013; a portion of which were exchanged for new 6.75% Match Group Senior Notes on November 16, 2015.
|
•
|
2013 Senior Notes
- IAC's 4.875% Senior Notes due November 30, 2018, with interest payable each May 30 and November 30, which commenced May 30, 2014.
|
•
|
Match Group Senior Notes
- Match Group's 6.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15; which were issued in exchange for 2012 Senior Notes on November 16, 2015.
|
•
|
Match Group Term Loan
- an $800 million, seven-year term loan received by Match Group on November 16, 2015.
|
•
|
Liberty Bonds
- 5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035, with interest payable each March 1 and September 1, which commenced March 1, 2006. The Liberty Bonds were redeemed on September 1, 2015.
|
•
|
Match Group exchanged $445.3 million of 2012 Senior Notes for $445.2 million of Match Group Senior Notes.
|
•
|
Match Group amended and restated the Match Group credit agreement to provide for an $800 million Term Loan.
|
•
|
IAC amended and restated its $300 million revolving credit facility, which now expires on October 7, 2020.
|
•
|
Match Group entered into a credit agreement, which provides for a $500 million revolving credit facility that expires on October 7, 2020.
|
(i)
|
foreign exchange effects, which negatively impacted Dating revenue 6% (reflected in the Match Group segment);
|
(ii)
|
the acquisitions of Eureka, on April 24, 2015, and PlentyOfFish, on October 28, 2015 (both reflected in the Match Group segment);
|
(iii)
|
$16.8 million of costs in 2015 related to the ongoing consolidation and streamlining of technology systems and European operations at the Dating businesses (reflected in the Match Group segment);
|
(iv)
|
acquisitions in 2014 of:
|
•
|
the ValueClick O&O website businesses on January 10, 2014 (reflected in the Publishing segment except for PriceRunner which is reflected in the Other segment),
|
(v)
|
the sale of the Rezbook assets in July 2013, which resulted in a gain of $8.4 million (reflected in the Other segment);
|
(vi)
|
the move of CityGrid from the Other segment to the Publishing segment, effective July 1, 2013, following its reorganization; and
|
(vii)
|
$4.2 million in employee termination costs associated with the CityGrid restructuring in 2013 (reflected in the Other segment).
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Match Group
|
$
|
1,020,431
|
|
|
$
|
132,163
|
|
|
15
|
%
|
|
$
|
888,268
|
|
|
$
|
85,179
|
|
|
11
|
%
|
|
$
|
803,089
|
|
HomeAdvisor
|
361,201
|
|
|
77,660
|
|
|
27
|
%
|
|
283,541
|
|
|
44,070
|
|
|
18
|
%
|
|
239,471
|
|
|||||
Publishing
|
691,686
|
|
|
(99,863
|
)
|
|
(13
|
)%
|
|
791,549
|
|
|
(11,592
|
)
|
|
(1
|
)%
|
|
803,141
|
|
|||||
Applications
|
760,748
|
|
|
(15,959
|
)
|
|
(2
|
)%
|
|
776,707
|
|
|
(57,929
|
)
|
|
(7
|
)%
|
|
834,636
|
|
|||||
Video
|
213,317
|
|
|
30,863
|
|
|
17
|
%
|
|
182,454
|
|
|
20,997
|
|
|
13
|
%
|
|
161,457
|
|
|||||
Other
|
184,095
|
|
|
(3,739
|
)
|
|
(2
|
)%
|
|
187,834
|
|
|
5,219
|
|
|
3
|
%
|
|
182,615
|
|
|||||
Inter-segment elimination
|
(545
|
)
|
|
261
|
|
|
33
|
%
|
|
(806
|
)
|
|
616
|
|
|
43
|
%
|
|
(1,422
|
)
|
|||||
Total
|
$
|
3,230,933
|
|
|
$
|
121,386
|
|
|
4
|
%
|
|
$
|
3,109,547
|
|
|
$
|
86,560
|
|
|
3
|
%
|
|
$
|
3,022,987
|
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Cost of revenue
|
$778,161
|
|
$(82,043)
|
|
(10)%
|
|
$860,204
|
|
$(117,153)
|
|
(12)%
|
|
$977,357
|
As a percentage of revenue
|
24%
|
|
|
|
|
|
28%
|
|
|
|
|
|
32%
|
•
|
The Publishing decrease was due primarily to a reduction of $87.1 million in traffic acquisition costs at Ask & Other driven primarily by a decline in revenue at Ask.com.
|
•
|
The Applications decrease was due primarily to a reduction of $72.2 million in traffic acquisition costs driven by a decline in revenue at Partnerships.
|
•
|
The Match Group increase was due primarily to a significant increase in in-app purchase fees given that its native mobile apps were largely introduced in the second quarter of 2014, the full year contribution from the acquisition of The Princeton Review and higher hosting fees driven by growth in users and product features.
|
•
|
The Video increase was due primarily to increases in hosting fees and content costs related to Vimeo's expanded On Demand catalog.
|
•
|
The Applications decrease was due primarily to a reduction of $102.1 million in traffic acquisition costs driven primarily from lower revenue from Partnerships.
|
•
|
The Publishing decrease was due primarily to a reduction of $69.6 million in traffic acquisition costs at Ask & Other driven primarily by lower revenue from Ask.com and a decrease from the impact of the closure of the Newsweek print business and sale of the Newsweek digital business at Premium Brands, partially offset by the acquisition of certain ValueClick O&O website businesses and the move of CityGrid from the Other segment to the Publishing segment.
|
•
|
The Other decrease was due primarily to the move of CityGrid, partially offset by increases from the acquisition of PriceRunner and the cost of products sold at ShoeBuy resulting from increased sales.
|
•
|
The Match Group increase was due primarily to the acquisition of The Princeton Review and a significant increase in in-app purchases given that its native mobile apps were largely introduced in the second quarter of 2014, as well as higher hosting fees driven by growth in users and product features.
|
•
|
The Video increase was due primarily to increases in hosting fees and content costs at Vimeo and a net increase in production costs at our media businesses.
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Selling and marketing expense
|
$1,345,576
|
|
$198,167
|
|
17%
|
|
$1,147,409
|
|
$164,635
|
|
17%
|
|
$982,774
|
As a percentage of revenue
|
42%
|
|
|
|
|
|
37%
|
|
|
|
|
|
33%
|
•
|
The HomeAdvisor increase was due primarily to increases of $41.5 million in offline and online marketing and $19.1 million in compensation due, in part, to an increase in salesforce at HomeAdvisor domestic.
|
•
|
The Publishing increase was due primarily to an increase of $54.8 million in online marketing across Premium Brands, including About.com, partially offset by declines at Ask.com.
|
•
|
The Applications increase was due primarily to an increase of $38.1 million in online marketing, which was primarily related to a significant increase in new downloadable desktop applications at Consumer.
|
•
|
The Match Group increase was due primarily to the full year contribution from the 2014 acquisitions of FriendScout24 and The Princeton Review, an increase in stock-based compensation and from the 2015 acquisition of Eureka.
|
•
|
The Video increase was due primarily to an increase of $13.3 million in online marketing driven primarily from Vimeo.
|
•
|
The Applications increase was due primarily to an increase in online marketing related to our downloadable desktop applications at Consumer and the acquisition of SlimWare.
|
•
|
The Publishing increase was due primarily to Premium Brands, partially offset by Ask & Other. The increase from Premium Brands was due primarily to an increase in online marketing at About.com, and from the acquisition of Investopedia. The decrease from Ask & Other was due primarily to a decrease in online marketing at Ask.com.
|
•
|
The HomeAdvisor increase was due primarily to increases of $12.7 million in compensation due, in part, to an increase in salesforce at HomeAdvisor domestic and $11.1 million in offline marketing.
|
•
|
The Video increase was due primarily to an increase of $13.6 million in online and offline marketing at Vimeo and DailyBurn.
|
•
|
The Match Group increase was due primarily to an increase of $5.4 million from Dating related to the acquisition of FriendScout24 and an increase in advertising spend, as well as an increase of $4.5 million from the acquisition The Princeton Review.
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
General and administrative expense
|
$525,629
|
|
$82,019
|
|
18%
|
|
$443,610
|
|
$65,468
|
|
17%
|
|
$378,142
|
As a percentage of revenue
|
16%
|
|
|
|
|
|
14%
|
|
|
|
|
|
13%
|
•
|
The Match Group increase was due primarily to the full year contribution from the acquisition of The Princeton Review, an increase of $19.2 million in stock-based compensation expense due to the modification of certain awards in the current year and the issuance of equity awards since the prior year, and an increase of $3.3 million in severance expense and costs in the current year related to the ongoing consolidation and streamlining of technology systems and European operations at our Dating businesses, partially offset by a $3.9 million benefit in the prior year related to the expiration of the statute of limitations for a non-income tax matter.
|
•
|
The Corporate increase was due primarily to an increase in stock-based compensation expense as a result of a higher number of forfeited awards in the prior year and the modification of certain awards in the current year.
|
•
|
The HomeAdvisor increase was due primarily to increases in compensation as a result of increased headcount at HomeAdvisor domestic and bad debt expense.
|
•
|
The Match Group increase was due primarily to an increase of $21.2 million from the acquisition of The Princeton Review and an increase of $10.7 million in compensation at Dating resulting from an increase of $8.5 million in stock-based compensation due to new grants and increased headcount. These increases were partially offset by a decrease of $13.3 million in acquisition-related contingent consideration fair value adjustments at Twoo driven by changes in the forecast of earnings and operating metrics, and a $3.9 million benefit in the first quarter of 2014 related to the expiration of the statute of limitations for a non-income tax matter.
|
•
|
The Publishing increase was due primarily to the inclusion in the prior year of a $6.3 million gain related to the sale of Newsweek in August 2013 and an increase from recent acquisitions.
|
•
|
The HomeAdvisor increase was due primarily to increases in compensation at HomeAdvisor domestic and bad debt expense.
|
•
|
The Video increase was due primarily to an increase in compensation at Vimeo due, in part, to increased headcount.
|
•
|
The Other increase was due primarily to the inclusion in the prior year of an $8.4 million gain on the sale of Rezbook assets in July 2013 and the acquisition of PriceRunner, partially offset by $4.2 million in employee termination costs in the prior year associated with the 2013 CityGrid restructuring.
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Product development expense
|
$185,766
|
|
$25,251
|
|
16%
|
|
$160,515
|
|
$20,756
|
|
15%
|
|
$139,759
|
As a percentage of revenue
|
6%
|
|
|
|
|
|
5%
|
|
|
|
|
|
5%
|
•
|
The Match Group increase was due primarily to increased compensation from existing businesses and from acquisitions at Dating, as well as $4.0 million in severance expense in the current year, primarily incurred in the first half of 2015, related to the ongoing consolidation and streamlining of technology systems and European operations at our Dating business.
|
•
|
The HomeAdvisor increase was primarily related to an increase in compensation at HomeAdvisor domestic due, in part, to increased headcount.
|
•
|
The Publishing increase was primarily related to the increases at both Ask & Other and Premium Brands. Ask & Other increased from the acquisition of certain ValueClick O&O website businesses. Premium Brands increased due primarily to an increase in compensation due, in part, to increased headcount at About.com.
|
•
|
The Match Group increase was primarily related to an increase in compensation driven primarily by increased headcount at Tinder and Tutor.com (now The Princeton Review).
|
•
|
The Video increase was due to an increase in headcount at Vimeo.
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Depreciation
|
$62,205
|
|
$1,049
|
|
2%
|
|
$61,156
|
|
$2,247
|
|
4%
|
|
$58,909
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
|
|
|
|
2%
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Match Group
|
$
|
278,667
|
|
|
$
|
5,219
|
|
|
2
|
%
|
|
$
|
273,448
|
|
|
$
|
2,217
|
|
|
1
|
%
|
|
$
|
271,231
|
|
HomeAdvisor
|
18,529
|
|
|
828
|
|
|
5
|
%
|
|
17,701
|
|
|
2,328
|
|
|
15
|
%
|
|
15,373
|
|
|||||
Publishing
|
87,788
|
|
|
(63,172
|
)
|
|
(42
|
)%
|
|
150,960
|
|
|
(10,990
|
)
|
|
(7
|
)%
|
|
161,950
|
|
|||||
Applications
|
184,258
|
|
|
(1,934
|
)
|
|
(1
|
)%
|
|
186,192
|
|
|
(33,071
|
)
|
|
(15
|
)%
|
|
219,263
|
|
|||||
Video
|
(38,384
|
)
|
|
1,532
|
|
|
4
|
%
|
|
(39,916
|
)
|
|
(18,519
|
)
|
|
(87
|
)%
|
|
(21,397
|
)
|
|||||
Other
|
10,621
|
|
|
(2,513
|
)
|
|
(19
|
)%
|
|
13,134
|
|
|
5,614
|
|
|
75
|
%
|
|
7,520
|
|
|||||
Corporate
|
(55,689
|
)
|
|
1,754
|
|
|
3
|
%
|
|
(57,443
|
)
|
|
(1,806
|
)
|
|
(3
|
)%
|
|
(55,637
|
)
|
|||||
Total
|
$
|
485,790
|
|
|
$
|
(58,286
|
)
|
|
(11
|
)%
|
|
$
|
544,076
|
|
|
$
|
(54,227
|
)
|
|
(9
|
)%
|
|
$
|
598,303
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
15%
|
|
|
|
|
|
17%
|
|
|
|
|
|
20%
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Match Group
|
$
|
193,556
|
|
|
$
|
(35,011
|
)
|
|
(15
|
)%
|
|
$
|
228,567
|
|
|
$
|
7,234
|
|
|
3
|
%
|
|
$
|
221,333
|
|
HomeAdvisor
|
6,452
|
|
|
5,391
|
|
|
509
|
%
|
|
1,061
|
|
|
777
|
|
|
274
|
%
|
|
284
|
|
|||||
Publishing
|
(26,692
|
)
|
|
(137,215
|
)
|
|
NM
|
|
|
110,523
|
|
|
(8,961
|
)
|
|
(7
|
)%
|
|
119,484
|
|
|||||
Applications
|
175,145
|
|
|
(3,815
|
)
|
|
(2
|
)%
|
|
178,960
|
|
|
(35,956
|
)
|
|
(17
|
)%
|
|
214,916
|
|
|||||
Video
|
(38,756
|
)
|
|
4,590
|
|
|
11
|
%
|
|
(43,346
|
)
|
|
(19,202
|
)
|
|
(80
|
)%
|
|
(24,144
|
)
|
|||||
Other
|
(9,186
|
)
|
|
(17,294
|
)
|
|
NM
|
|
|
8,108
|
|
|
8,452
|
|
|
NM
|
|
|
(344
|
)
|
|||||
Corporate
|
(120,931
|
)
|
|
(15,785
|
)
|
|
(15
|
)%
|
|
(105,146
|
)
|
|
180
|
|
|
—
|
%
|
|
(105,326
|
)
|
|||||
Total
|
$
|
179,588
|
|
|
$
|
(199,139
|
)
|
|
(53
|
)%
|
|
$
|
378,727
|
|
|
$
|
(47,476
|
)
|
|
(11
|
)%
|
|
$
|
426,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
6%
|
|
|
|
|
|
12%
|
|
|
|
|
|
14%
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Equity in earnings (losses) of unconsolidated affiliates
|
$772
|
|
$10,469
|
|
NM
|
|
$(9,697)
|
|
$(3,082)
|
|
(47)%
|
|
$(6,615)
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Interest expense
|
$(73,636)
|
|
$(17,322)
|
|
(31)%
|
|
$(56,314)
|
|
$(22,718)
|
|
(68)%
|
|
$(33,596)
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Other income (expense), net
|
$36,149
|
|
$78,936
|
|
NM
|
|
$(42,787)
|
|
$(73,096)
|
|
NM
|
|
$30,309
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Income tax provision
|
$(29,516)
|
|
NM
|
|
NM
|
|
$(35,372)
|
|
NM
|
|
NM
|
|
$(134,502)
|
|
Years Ended December 31,
|
||||||||||||
|
2015
|
|
$ Change
|
|
% Change
|
|
2014
|
|
$ Change
|
|
% Change
|
|
2013
|
|
(Dollars in thousands)
|
||||||||||||
Earnings from discontinued operations, net of tax
|
$17
|
|
NM
|
|
NM
|
|
$174,673
|
|
NM
|
|
NM
|
|
$1,926
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
|
|
(In thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
|
||||
United States
(1)
|
|
$
|
1,109,331
|
|
|
$
|
770,050
|
|
All other countries
(2)
|
|
372,116
|
|
|
220,355
|
|
||
Marketable securities (United States)
(3)
|
|
39,200
|
|
|
160,648
|
|
||
Total cash and cash equivalents and marketable securities
(4)
|
|
$
|
1,520,647
|
|
|
$
|
1,151,053
|
|
|
|
|
|
|
||||
Long-term debt:
|
|
|
|
|
||||
Match Group Term Loan due November 16, 2022
(5)
|
|
$
|
800,000
|
|
|
$
|
—
|
|
Match Group Senior Notes due December 15, 2022
|
|
445,172
|
|
|
—
|
|
||
2013 Senior Notes due November 30, 2018
|
|
500,000
|
|
|
500,000
|
|
||
2012 Senior Notes due December 15, 2022
|
|
54,732
|
|
|
500,000
|
|
||
Liberty Bonds
|
|
—
|
|
|
80,000
|
|
||
|
|
$
|
1,799,904
|
|
|
$
|
1,080,000
|
|
Less: Current portion of long-term debt
|
|
40,000
|
|
|
—
|
|
||
Less: Net adjustment for remaining original issue discount on Match Group Term Loan and original issue premium related to the Match Exchange Offer
|
|
11,691
|
|
|
—
|
|
||
Total long-term debt, net of current maturities
|
|
$
|
1,748,213
|
|
|
$
|
1,080,000
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
349,405
|
|
|
$
|
424,048
|
|
|
$
|
410,961
|
|
Net cash used in investing activities
|
(582,721
|
)
|
|
(439,794
|
)
|
|
(79,761
|
)
|
|||
Net cash provided by (used in) financing activities
|
734,808
|
|
|
(80,980
|
)
|
|
17,666
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
(a)
|
Less Than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt
(b)
|
$
|
143,861
|
|
|
$
|
775,445
|
|
|
$
|
217,870
|
|
|
$
|
1,228,686
|
|
|
$
|
2,365,862
|
|
Operating leases
(c)
|
33,073
|
|
|
60,791
|
|
|
37,899
|
|
|
200,554
|
|
|
332,317
|
|
|||||
Purchase obligations
(d)
|
784
|
|
|
145
|
|
|
—
|
|
|
—
|
|
|
929
|
|
|||||
Total contractual cash obligations
|
$
|
177,718
|
|
|
$
|
836,381
|
|
|
$
|
255,769
|
|
|
$
|
1,429,240
|
|
|
$
|
2,699,108
|
|
(a)
|
The Company has excluded $41.2 million in unrecognized tax benefits and related interest from the table above as we are unable to make a reasonably reliable estimate of the period in which these liabilities might be paid. For additional information on income taxes, see Note 3 to the consolidated financial statements.
|
(b)
|
Represents contractual amounts due including interest on both fixed and variable rate instruments. Long-term debt at December 31, 2015 consists of $1.0 billion which bears interest at fixed rates and $800 million ("Match Group Term Loan") which bears interest at variable rates. The Match Group Term Loan currently bears interest at LIBOR plus 4.50%, with a LIBOR floor of 1.00%. The amount of interest ultimately paid on the Match Group Term Loan may differ based on changes in interest rates.
|
(c)
|
The Company leases land, office space, data center facilities and equipment used in connection with operations under various operating leases, many of which contain escalation clauses. The Company is also committed to pay a portion of the related operating expenses under a data center lease agreement. These operating expenses are not included in the table above.
|
(d)
|
The purchase obligations primarily include advertising commitments.
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
Other Commercial Commitments
(e)
|
Less Than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Letters of credit and surety bonds
|
$
|
1,054
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
1,437
|
|
|
$
|
2,558
|
|
(e)
|
Commercial commitments are funding commitments that could potentially require registrant performance in the event of demands by third parties or contingent events.
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,481,447
|
|
|
$
|
990,405
|
|
Marketable securities
|
39,200
|
|
|
160,648
|
|
||
Accounts receivable, net of allowance of $16,528 and $12,437, respectively
|
250,077
|
|
|
236,086
|
|
||
Other current assets
|
174,286
|
|
|
148,749
|
|
||
Total current assets
|
1,945,010
|
|
|
1,535,888
|
|
||
|
|
|
|
||||
Property and equipment, net
|
302,817
|
|
|
302,459
|
|
||
Goodwill
|
2,245,364
|
|
|
1,754,926
|
|
||
Intangible assets, net
|
440,828
|
|
|
491,936
|
|
||
Long-term investments
|
137,386
|
|
|
114,983
|
|
||
Other non-current assets
|
138,545
|
|
|
56,693
|
|
||
TOTAL ASSETS
|
$
|
5,209,950
|
|
|
$
|
4,256,885
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
40,000
|
|
|
$
|
—
|
|
Accounts payable, trade
|
86,883
|
|
|
81,163
|
|
||
Deferred revenue
|
258,412
|
|
|
194,988
|
|
||
Accrued expenses and other current liabilities
|
383,251
|
|
|
397,549
|
|
||
Total current liabilities
|
768,546
|
|
|
673,700
|
|
||
|
|
|
|
||||
Long-term debt, net of current maturities
|
1,748,213
|
|
|
1,080,000
|
|
||
Income taxes payable
|
33,692
|
|
|
32,635
|
|
||
Deferred income taxes
|
348,773
|
|
|
391,790
|
|
||
Other long-term liabilities
|
64,510
|
|
|
45,191
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
30,391
|
|
|
40,427
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000,000 shares; issued 254,014,976 and 252,170,058 shares and outstanding 77,245,709 and 78,356,057 shares, respectively
|
254
|
|
|
252
|
|
||
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
|
11,486,315
|
|
|
11,415,617
|
|
||
Retained earnings
|
331,394
|
|
|
325,118
|
|
||
Accumulated other comprehensive loss
|
(152,103
|
)
|
|
(87,700
|
)
|
||
Treasury stock 187,137,267 and 184,182,001 shares, respectively
|
(9,861,350
|
)
|
|
(9,661,350
|
)
|
||
Total IAC shareholders' equity
|
1,804,526
|
|
|
1,991,953
|
|
||
Noncontrolling interests
|
411,299
|
|
|
1,189
|
|
||
Total shareholders' equity
|
2,215,825
|
|
|
1,993,142
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
5,209,950
|
|
|
$
|
4,256,885
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
3,230,933
|
|
|
$
|
3,109,547
|
|
|
$
|
3,022,987
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
778,161
|
|
|
860,204
|
|
|
977,357
|
|
|||
Selling and marketing expense
|
1,345,576
|
|
|
1,147,409
|
|
|
982,774
|
|
|||
General and administrative expense
|
525,629
|
|
|
443,610
|
|
|
378,142
|
|
|||
Product development expense
|
185,766
|
|
|
160,515
|
|
|
139,759
|
|
|||
Depreciation
|
62,205
|
|
|
61,156
|
|
|
58,909
|
|
|||
Amortization of intangibles
|
139,952
|
|
|
57,926
|
|
|
59,843
|
|
|||
Goodwill impairment
|
14,056
|
|
|
—
|
|
|
—
|
|
|||
Total operating costs and expenses
|
3,051,345
|
|
|
2,730,820
|
|
|
2,596,784
|
|
|||
Operating income
|
179,588
|
|
|
378,727
|
|
|
426,203
|
|
|||
Equity in earnings (losses) of unconsolidated affiliates
|
772
|
|
|
(9,697
|
)
|
|
(6,615
|
)
|
|||
Interest expense
|
(73,636
|
)
|
|
(56,314
|
)
|
|
(33,596
|
)
|
|||
Other income (expense), net
|
36,149
|
|
|
(42,787
|
)
|
|
30,309
|
|
|||
Earnings from continuing operations before income taxes
|
142,873
|
|
|
269,929
|
|
|
416,301
|
|
|||
Income tax provision
|
(29,516
|
)
|
|
(35,372
|
)
|
|
(134,502
|
)
|
|||
Earnings from continuing operations
|
113,357
|
|
|
234,557
|
|
|
281,799
|
|
|||
Earnings from discontinued operations, net of tax
|
17
|
|
|
174,673
|
|
|
1,926
|
|
|||
Net earnings
|
113,374
|
|
|
409,230
|
|
|
283,725
|
|
|||
Net loss attributable to noncontrolling interests
|
6,098
|
|
|
5,643
|
|
|
2,059
|
|
|||
Net earnings attributable to IAC shareholders
|
$
|
119,472
|
|
|
$
|
414,873
|
|
|
$
|
285,784
|
|
|
|
|
|
|
|
||||||
Per share information attributable to IAC shareholders:
|
|
|
|
|
|
||||||
Basic earnings per share from continuing operations
|
$
|
1.44
|
|
|
$
|
2.88
|
|
|
$
|
3.40
|
|
Diluted earnings per share from continuing operations
|
$
|
1.33
|
|
|
$
|
2.71
|
|
|
$
|
3.27
|
|
Basic earnings per share
|
$
|
1.44
|
|
|
$
|
4.98
|
|
|
$
|
3.42
|
|
Diluted earnings per share
|
$
|
1.33
|
|
|
$
|
4.68
|
|
|
$
|
3.29
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
1.36
|
|
|
$
|
1.16
|
|
|
$
|
0.96
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
1,210
|
|
|
$
|
949
|
|
|
$
|
2,863
|
|
Selling and marketing expense
|
10,186
|
|
|
2,144
|
|
|
2,813
|
|
|||
General and administrative expense
|
82,798
|
|
|
49,862
|
|
|
42,487
|
|
|||
Product development expense
|
11,256
|
|
|
6,679
|
|
|
4,842
|
|
|||
Total stock-based compensation expense
|
$
|
105,450
|
|
|
$
|
59,634
|
|
|
$
|
53,005
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Net earnings
|
$
|
113,374
|
|
|
$
|
409,230
|
|
|
$
|
283,725
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Change in foreign currency translation adjustment
|
(68,844
|
)
|
|
(66,874
|
)
|
|
7,353
|
|
|||
Change in unrealized gains and losses of available-for-sale securities (net of tax provision of $576 in 2015 and tax benefits of $1,852 and $3,050 in 2014 and 2013, respectively)
|
3,140
|
|
|
(8,591
|
)
|
|
15,442
|
|
|||
Total other comprehensive (loss) income
|
(65,704
|
)
|
|
(75,465
|
)
|
|
22,795
|
|
|||
Comprehensive income
|
47,670
|
|
|
333,765
|
|
|
306,520
|
|
|||
Comprehensive loss (income) attributable to noncontrolling interests
|
7,399
|
|
|
6,454
|
|
|
(1,613
|
)
|
|||
Comprehensive income attributable to IAC shareholders
|
$
|
55,069
|
|
|
$
|
340,219
|
|
|
$
|
304,907
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
Common Stock $.001 Par Value
|
|
Class B Convertible Common Stock $.001 Par Value
|
|
Additional
Paid-in
Capital
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
(Accumulated Deficit) Retained Earnings
|
|
|
|
Total IAC
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||||||||||||
|
|
|
|
(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 year ended December 31, 2013
|
(3,264
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285,784
|
|
|
—
|
|
|
—
|
|
|
285,784
|
|
|
1,205
|
|
|
286,989
|
|
||||||||||
Other comprehensive income, net of tax
|
2,305
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,123
|
|
|
—
|
|
|
19,123
|
|
|
1,367
|
|
|
20,490
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,883
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,883
|
|
|
1,122
|
|
|
53,005
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,899
|
)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(9,897
|
)
|
|
—
|
|
|
(9,897
|
)
|
||||||||||
Income tax benefit related to stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,986
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,986
|
|
|
—
|
|
|
30,986
|
|
||||||||||
Dividends
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,830
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,830
|
)
|
|
—
|
|
|
(77,830
|
)
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(229,101
|
)
|
|
(229,101
|
)
|
|
—
|
|
|
(229,101
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(55,576
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,371
|
)
|
|
(12,371
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests and noncontrolling interests to fair value
|
40,638
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,947
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,947
|
)
|
|
2,309
|
|
|
(40,638
|
)
|
||||||||||
Transfer from noncontrolling interests to redeemable noncontrolling interests
|
2,874
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,874
|
)
|
|
(2,874
|
)
|
||||||||||
Other
|
(2,242
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,007
|
|
|
—
|
|
|
3,007
|
|
||||||||||
Balance as of December 31, 2013
|
$
|
42,861
|
|
|
|
$
|
251
|
|
|
250,982
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,562,567
|
|
|
$
|
(32,735
|
)
|
|
$
|
(13,046
|
)
|
|
$
|
(9,830,317
|
)
|
|
$
|
1,686,736
|
|
|
$
|
42,665
|
|
|
$
|
1,729,401
|
|
Net (loss) earnings for the year ended December 31, 2014
|
(5,643
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
414,873
|
|
|
—
|
|
|
—
|
|
|
414,873
|
|
|
—
|
|
|
414,873
|
|
||||||||||
Other comprehensive (loss) income, net of tax
|
(914
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,654
|
)
|
|
—
|
|
|
(74,654
|
)
|
|
103
|
|
|
(74,551
|
)
|
||||||||||
Stock-based compensation expense
|
558
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59,362
|
|
|
(286
|
)
|
|
59,076
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
1,188
|
|
|
—
|
|
|
—
|
|
|
(167,340
|
)
|
|
—
|
|
|
—
|
|
|
168,967
|
|
|
1,628
|
|
|
—
|
|
|
1,628
|
|
||||||||||
Income tax benefit related to stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,451
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,451
|
|
|
—
|
|
|
37,451
|
|
||||||||||
Dividends
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,557
|
)
|
|
(57,020
|
)
|
|
—
|
|
|
—
|
|
|
(96,577
|
)
|
|
—
|
|
|
(96,577
|
)
|
||||||||||
Noncontrolling interests related to acquisitions
|
17,886
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(41,743
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,662
|
)
|
|
(50,662
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests and noncontrolling interests to fair value
|
27,750
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,119
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,119
|
)
|
|
9,369
|
|
|
(27,750
|
)
|
||||||||||
Other
|
(328
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
253
|
|
||||||||||
Balance as of December 31, 2014
|
$
|
40,427
|
|
|
|
$
|
252
|
|
|
252,170
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,415,617
|
|
|
$
|
325,118
|
|
|
$
|
(87,700
|
)
|
|
$
|
(9,661,350
|
)
|
|
$
|
1,991,953
|
|
|
$
|
1,189
|
|
|
$
|
1,993,142
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
Common Stock $.001 Par Value
|
|
Class B Convertible Common Stock $.001 Par Value
|
|
Additional
Paid-in
Capital
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
(Accumulated Deficit) Retained Earnings
|
|
|
|
Total IAC
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||||||||||||
|
|
|
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||||||
Net (loss) earnings for the year ended December 31, 2015
|
$
|
(7,737
|
)
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
119,472
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
119,472
|
|
|
$
|
1,639
|
|
|
$
|
121,111
|
|
Other comprehensive loss, net of tax
|
(1,301
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,403
|
)
|
|
—
|
|
|
(64,403
|
)
|
|
—
|
|
|
(64,403
|
)
|
||||||||||
Stock-based compensation expense
|
6,725
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,685
|
|
|
4,808
|
|
|
92,493
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
2
|
|
|
1,845
|
|
|
—
|
|
|
—
|
|
|
(37,733
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,731
|
)
|
|
—
|
|
|
(37,731
|
)
|
||||||||||
Income tax benefit related to stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,577
|
|
|
—
|
|
|
44,577
|
|
||||||||||
Dividends
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,196
|
)
|
|
—
|
|
|
—
|
|
|
(113,196
|
)
|
|
—
|
|
|
(113,196
|
)
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|
(200,000
|
)
|
|
—
|
|
|
(200,000
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(32,207
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
23,155
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,155
|
)
|
|
—
|
|
|
(23,155
|
)
|
||||||||||
Noncontrolling interests related to Match IPO, net of fees and expenses
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
428,283
|
|
|
428,283
|
|
|||||||||||
Repurchase of stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,431
|
)
|
|
(23,431
|
)
|
||||||||||
Transfer from noncontrolling interests to redeemable noncontrolling interests
|
1,189
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,189
|
)
|
|
(1,189
|
)
|
||||||||||
Other
|
140
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(676
|
)
|
|
—
|
|
|
(676
|
)
|
||||||||||
Balance as of December 31, 2015
|
$
|
30,391
|
|
|
|
$
|
254
|
|
|
254,015
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,486,315
|
|
|
$
|
331,394
|
|
|
$
|
(152,103
|
)
|
|
$
|
(9,861,350
|
)
|
|
$
|
1,804,526
|
|
|
$
|
411,299
|
|
|
$
|
2,215,825
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities attributable to continuing operations:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
113,374
|
|
|
$
|
409,230
|
|
|
$
|
283,725
|
|
Less: earnings from discontinued operations, net of tax
|
17
|
|
|
174,673
|
|
|
1,926
|
|
|||
Earnings from continuing operations
|
113,357
|
|
|
234,557
|
|
|
281,799
|
|
|||
Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
105,450
|
|
|
59,634
|
|
|
53,005
|
|
|||
Depreciation
|
62,205
|
|
|
61,156
|
|
|
58,909
|
|
|||
Amortization of intangibles
|
139,952
|
|
|
57,926
|
|
|
59,843
|
|
|||
Impairment of long-term investments
|
6,689
|
|
|
66,601
|
|
|
5,268
|
|
|||
Goodwill impairment
|
14,056
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based awards
|
(56,418
|
)
|
|
(44,957
|
)
|
|
(32,891
|
)
|
|||
Deferred income taxes
|
(59,786
|
)
|
|
76,869
|
|
|
(9,096
|
)
|
|||
Equity in (earnings) losses of unconsolidated affiliates
|
(772
|
)
|
|
9,697
|
|
|
6,615
|
|
|||
Acquisition-related contingent consideration fair value adjustments
|
(15,461
|
)
|
|
(13,367
|
)
|
|
343
|
|
|||
Gain on real estate transaction
|
(34,341
|
)
|
|
—
|
|
|
—
|
|
|||
Gains on sales of long-term investments, assets and a business
|
(1,005
|
)
|
|
(21,946
|
)
|
|
(50,608
|
)
|
|||
Other adjustments, net
|
26,496
|
|
|
20,789
|
|
|
19,254
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(29,680
|
)
|
|
(19,918
|
)
|
|
10,421
|
|
|||
Other assets
|
(21,174
|
)
|
|
(3,606
|
)
|
|
(34,632
|
)
|
|||
Accounts payable and other current liabilities
|
8,989
|
|
|
5,206
|
|
|
(766
|
)
|
|||
Income taxes payable
|
24,167
|
|
|
(94,492
|
)
|
|
49,191
|
|
|||
Deferred revenue
|
66,914
|
|
|
30,142
|
|
|
(5,841
|
)
|
|||
Other changes in assets and liabilities, net
|
(233
|
)
|
|
(243
|
)
|
|
147
|
|
|||
Net cash provided by operating activities attributable to continuing operations
|
349,405
|
|
|
424,048
|
|
|
410,961
|
|
|||
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(617,402
|
)
|
|
(259,391
|
)
|
|
(40,434
|
)
|
|||
Capital expenditures
|
(62,049
|
)
|
|
(57,233
|
)
|
|
(80,311
|
)
|
|||
Proceeds from maturities and sales of marketable debt securities
|
218,462
|
|
|
21,644
|
|
|
12,502
|
|
|||
Purchases of marketable debt securities
|
(93,134
|
)
|
|
(175,826
|
)
|
|
—
|
|
|||
Proceeds from sales of long-term investments, assets and a business
|
9,413
|
|
|
58,388
|
|
|
83,091
|
|
|||
Purchases of long-term investments
|
(34,470
|
)
|
|
(24,334
|
)
|
|
(51,080
|
)
|
|||
Other, net
|
(3,541
|
)
|
|
(3,042
|
)
|
|
(3,529
|
)
|
|||
Net cash used in investing activities attributable to continuing operations
|
(582,721
|
)
|
|
(439,794
|
)
|
|
(79,761
|
)
|
|||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
||||||
Borrowings under Match Group Term Loan
|
788,000
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(19,050
|
)
|
|
(383
|
)
|
|
(7,399
|
)
|
|||
Fees and expenses related to note exchange
|
(6,954
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
500,000
|
|
|||
Principal payments on long-term debt
|
(80,000
|
)
|
|
—
|
|
|
(15,844
|
)
|
|||
Proceeds from Match Group initial public offering, net of fees and expenses
|
428,789
|
|
|
—
|
|
|
—
|
|
|||
Purchase of treasury stock
|
(200,000
|
)
|
|
—
|
|
|
(264,214
|
)
|
|||
Dividends
|
(113,196
|
)
|
|
(97,338
|
)
|
|
(79,189
|
)
|
|||
Issuance of common stock, net of withholding taxes
|
(38,418
|
)
|
|
1,609
|
|
|
(5,077
|
)
|
|||
Repurchase of stock-based awards
|
(23,431
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock-based awards
|
56,418
|
|
|
44,957
|
|
|
32,891
|
|
|||
Purchase of noncontrolling interests
|
(32,207
|
)
|
|
(33,165
|
)
|
|
(67,947
|
)
|
|||
Acquisition-related contingent consideration payments
|
(5,750
|
)
|
|
(8,109
|
)
|
|
(256
|
)
|
|||
Funds returned from (transferred to) escrow for Meetic tender offer
|
—
|
|
|
12,354
|
|
|
(71,512
|
)
|
|||
Other, net
|
(19,393
|
)
|
|
(905
|
)
|
|
(3,787
|
)
|
|||
Net cash provided by (used in) financing activities attributable to continuing operations
|
734,808
|
|
|
(80,980
|
)
|
|
17,666
|
|
|||
Total cash provided by (used in) continuing operations
|
501,492
|
|
|
(96,726
|
)
|
|
348,866
|
|
|||
Total cash used in discontinued operations
|
(152
|
)
|
|
(145
|
)
|
|
(1,877
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(10,298
|
)
|
|
(13,168
|
)
|
|
3,478
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
491,042
|
|
|
(110,039
|
)
|
|
350,467
|
|
|||
Cash and cash equivalents at beginning of period
|
990,405
|
|
|
1,100,444
|
|
|
749,977
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,481,447
|
|
|
$
|
990,405
|
|
|
$
|
1,100,444
|
|
•
|
About.com, which provides detailed information and content written by independent, freelance subject matter experts across hundreds of vertical categories;
|
•
|
Dictionary.com, which primarily provides online and mobile dictionary, thesaurus and reference services;
|
•
|
Investopedia, a resource for investment and personal finance education and information; and
|
•
|
The Daily Beast, a website dedicated to news, commentary, culture and entertainment that curates and publishes existing and original online content from its own roster of contributors in the United States.
|
•
|
Ask.com, which provides general search services, as well as question and answer services that provide direct answers to natural-language questions;
|
•
|
CityGrid, an advertising network that integrates local content and advertising for distribution to affiliated and third party publishers across web and mobile platforms; and
|
•
|
ASKfm, a questions and answers social network.
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which 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 values of the Company's Level 2 financial
|
•
|
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 Note 7 for a discussion of fair value measurements made using Level 3 inputs.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
79,639
|
|
|
$
|
174,792
|
|
|
$
|
331,520
|
|
Foreign
|
63,234
|
|
|
95,137
|
|
|
84,781
|
|
|||
Total
|
$
|
142,873
|
|
|
$
|
269,929
|
|
|
$
|
416,301
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
67,505
|
|
|
$
|
(45,842
|
)
|
|
$
|
115,250
|
|
State
|
7,785
|
|
|
(14,787
|
)
|
|
13,946
|
|
|||
Foreign
|
14,012
|
|
|
19,132
|
|
|
14,402
|
|
|||
Current income tax provision (benefit)
|
89,302
|
|
|
(41,497
|
)
|
|
143,598
|
|
|||
Deferred income tax (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
(50,254
|
)
|
|
74,255
|
|
|
(821
|
)
|
|||
State
|
(3,727
|
)
|
|
3,090
|
|
|
(2,117
|
)
|
|||
Foreign
|
(5,805
|
)
|
|
(476
|
)
|
|
(6,158
|
)
|
|||
Deferred income tax (benefit) provision
|
(59,786
|
)
|
|
76,869
|
|
|
(9,096
|
)
|
|||
Income tax provision
|
$
|
29,516
|
|
|
$
|
35,372
|
|
|
$
|
134,502
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Income taxes receivable (payable):
|
|
|
|
||||
Other current assets
|
$
|
26,793
|
|
|
$
|
4,505
|
|
Other non-current assets
|
1,564
|
|
|
1,478
|
|
||
Accrued expenses and other current liabilities
|
(33,029
|
)
|
|
(41,157
|
)
|
||
Income taxes payable
|
(33,692
|
)
|
|
(32,635
|
)
|
||
Net income taxes payable
|
$
|
(38,364
|
)
|
|
$
|
(67,809
|
)
|
|
|
|
|
||||
Deferred tax assets (liabilities):
|
|
|
|
||||
Other non-current assets
|
$
|
1,970
|
|
|
$
|
1,379
|
|
Deferred income taxes
|
(348,773
|
)
|
|
(391,790
|
)
|
||
Net deferred tax liabilities
|
$
|
(346,803
|
)
|
|
$
|
(390,411
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
36,418
|
|
|
$
|
34,654
|
|
Net operating loss carryforwards
|
68,048
|
|
|
55,579
|
|
||
Tax credit carryforwards
|
13,753
|
|
|
13,585
|
|
||
Stock-based compensation
|
76,285
|
|
|
69,342
|
|
||
Cost method investments
|
6,251
|
|
|
27,581
|
|
||
Equity method investments
|
17,105
|
|
|
14,998
|
|
||
Other
|
16,057
|
|
|
12,322
|
|
||
Total deferred tax assets
|
233,917
|
|
|
228,061
|
|
||
Less valuation allowance
|
(90,482
|
)
|
|
(98,350
|
)
|
||
Net deferred tax assets
|
143,435
|
|
|
129,711
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Investment in subsidiaries
|
(382,254
|
)
|
|
(378,769
|
)
|
||
Intangible and other assets
|
(88,846
|
)
|
|
(115,470
|
)
|
||
Other
|
(19,138
|
)
|
|
(25,883
|
)
|
||
Total deferred tax liabilities
|
(490,238
|
)
|
|
(520,122
|
)
|
||
Net deferred tax liabilities
|
$
|
(346,803
|
)
|
|
$
|
(390,411
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Income tax provision at the federal statutory rate of 35%
|
$
|
50,006
|
|
|
$
|
94,475
|
|
|
$
|
145,705
|
|
Change in tax reserves, net
|
(2,928
|
)
|
|
(86,151
|
)
|
|
1,791
|
|
|||
Foreign income taxed at a different statutory tax rate
|
(6,077
|
)
|
|
(10,456
|
)
|
|
(17,428
|
)
|
|||
State income taxes, net of effect of federal tax benefit
|
2,208
|
|
|
7,240
|
|
|
7,668
|
|
|||
Realization of certain deferred tax assets
|
(22,440
|
)
|
|
—
|
|
|
(6,026
|
)
|
|||
Non-taxable contingent consideration fair value adjustments
|
(4,517
|
)
|
|
(4,439
|
)
|
|
120
|
|
|||
Non-taxable foreign currency exchange gains
|
(4,306
|
)
|
|
—
|
|
|
—
|
|
|||
Unbenefited losses
|
4,264
|
|
|
5,433
|
|
|
3,350
|
|
|||
Non-deductible goodwill associated with the sale of Urbanspoon
|
—
|
|
|
6,982
|
|
|
—
|
|
|||
Non-deductible ShoeBuy goodwill impairment
|
4,920
|
|
|
—
|
|
|
—
|
|
|||
Non-deductible impairments for certain cost method investments
|
2,341
|
|
|
23,310
|
|
|
1,756
|
|
|||
Other, net
|
6,045
|
|
|
(1,022
|
)
|
|
(2,434
|
)
|
|||
Income tax provision
|
$
|
29,516
|
|
|
$
|
35,372
|
|
|
$
|
134,502
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
30,386
|
|
|
$
|
275,813
|
|
|
$
|
379,281
|
|
Additions based on tax positions related to the current year
|
4,227
|
|
|
2,159
|
|
|
2,887
|
|
|||
Additions for tax positions of prior years
|
14,467
|
|
|
1,622
|
|
|
3,189
|
|
|||
Reductions for tax positions of prior years
|
(1,556
|
)
|
|
(5,611
|
)
|
|
(17,116
|
)
|
|||
Settlements
|
—
|
|
|
(5,092
|
)
|
|
(78,954
|
)
|
|||
Expiration of applicable statutes of limitations
|
(6,716
|
)
|
|
(238,505
|
)
|
|
(13,474
|
)
|
|||
Balance at December 31
|
$
|
40,808
|
|
|
$
|
30,386
|
|
|
$
|
275,813
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
2,245,364
|
|
|
$
|
1,754,926
|
|
Intangible assets with indefinite lives
|
380,137
|
|
|
405,234
|
|
||
Intangible assets with definite lives, net
|
60,691
|
|
|
86,702
|
|
||
Total goodwill and intangible assets, net
|
$
|
2,686,192
|
|
|
$
|
2,246,862
|
|
|
Balance at
December 31, 2014 |
|
Additions
|
|
Impairment
|
|
Foreign
Exchange Translation |
|
Allocation of IAC's former Search & Applications Segment Goodwill Based on Relative Fair Value
|
|
Balance at
December 31, 2015 |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Search & Applications
(a)
|
$
|
774,822
|
|
|
$
|
1,450
|
|
|
$
|
—
|
|
|
$
|
(1,230
|
)
|
|
$
|
(775,042
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Match Group
|
791,474
|
|
|
547,910
|
|
|
—
|
|
|
(46,275
|
)
|
|
—
|
|
|
1,293,109
|
|
||||||
HomeAdvisor
|
151,321
|
|
|
—
|
|
|
—
|
|
|
(1,070
|
)
|
|
—
|
|
|
150,251
|
|
||||||
Publishing
|
—
|
|
|
3,504
|
|
|
—
|
|
|
963
|
|
|
272,725
|
|
|
277,192
|
|
||||||
Applications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447,242
|
|
|
447,242
|
|
||||||
Video:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Connected Ventures
|
8,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,267
|
|
||||||
DailyBurn
|
7,323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,323
|
|
||||||
Total Video
|
15,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,590
|
|
||||||
Other:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ShoeBuy
|
21,719
|
|
|
—
|
|
|
(14,056
|
)
|
|
—
|
|
|
—
|
|
|
7,663
|
|
||||||
PriceRunner
|
—
|
|
|
—
|
|
|
—
|
|
|
(758
|
)
|
|
55,075
|
|
|
54,317
|
|
||||||
Total Other
|
21,719
|
|
|
—
|
|
|
(14,056
|
)
|
|
(758
|
)
|
|
55,075
|
|
|
61,980
|
|
||||||
Total
|
$
|
1,754,926
|
|
|
$
|
552,864
|
|
|
$
|
(14,056
|
)
|
|
$
|
(48,370
|
)
|
|
$
|
—
|
|
|
$
|
2,245,364
|
|
|
Balance at
December 31, 2013 |
|
Additions
|
|
(Deductions)
|
|
Foreign
Exchange Translation |
|
Balance at
December 31, 2014 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Search & Applications
(b)
|
$
|
738,062
|
|
|
$
|
71,616
|
|
|
$
|
(33,510
|
)
|
|
$
|
(1,346
|
)
|
|
$
|
774,822
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Match Group
|
768,080
|
|
|
72,833
|
|
|
(1,931
|
)
|
|
(47,508
|
)
|
|
791,474
|
|
|||||
HomeAdvisor
|
131,872
|
|
|
20,646
|
|
|
—
|
|
|
(1,197
|
)
|
|
151,321
|
|
|||||
Publishing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Applications
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Video:
|
|
|
|
|
|
|
|
|
|
||||||||||
Connected Ventures
|
8,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,267
|
|
|||||
DailyBurn
|
7,323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,323
|
|
|||||
Total Video
|
15,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,590
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
||||||||||
ShoeBuy
|
21,719
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,719
|
|
|||||
PriceRunner
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Other
|
21,719
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,719
|
|
|||||
Total
|
$
|
1,675,323
|
|
|
$
|
165,095
|
|
|
$
|
(35,441
|
)
|
|
$
|
(50,051
|
)
|
|
$
|
1,754,926
|
|
|
December 31, 2015
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Content
|
$
|
62,082
|
|
|
$
|
(48,937
|
)
|
|
$
|
13,145
|
|
|
4.1
|
Technology
|
55,487
|
|
|
(37,012
|
)
|
|
18,475
|
|
|
3.2
|
|||
Trade names
|
32,123
|
|
|
(26,268
|
)
|
|
5,855
|
|
|
2.5
|
|||
Customer lists
|
28,836
|
|
|
(13,078
|
)
|
|
15,758
|
|
|
2.1
|
|||
Advertiser and supplier relationships and other
|
15,709
|
|
|
(8,251
|
)
|
|
7,458
|
|
|
4.2
|
|||
Total
|
$
|
194,237
|
|
|
$
|
(133,546
|
)
|
|
$
|
60,691
|
|
|
3.3
|
|
December 31, 2014
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Content
|
$
|
62,602
|
|
|
$
|
(36,988
|
)
|
|
$
|
25,614
|
|
|
4.1
|
Technology
|
54,981
|
|
|
(20,988
|
)
|
|
33,993
|
|
|
3.2
|
|||
Trade names
|
30,110
|
|
|
(21,681
|
)
|
|
8,429
|
|
|
2.6
|
|||
Customer lists
|
24,566
|
|
|
(14,050
|
)
|
|
10,516
|
|
|
2.6
|
|||
Advertiser and supplier relationships
|
13,380
|
|
|
(5,230
|
)
|
|
8,150
|
|
|
4.0
|
|||
Total
|
$
|
185,639
|
|
|
$
|
(98,937
|
)
|
|
$
|
86,702
|
|
|
3.4
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Corporate debt securities
|
$
|
27,765
|
|
|
$
|
—
|
|
|
$
|
(187
|
)
|
|
$
|
27,578
|
|
Equity security
|
8,659
|
|
|
2,963
|
|
|
—
|
|
|
11,622
|
|
||||
Total marketable securities
|
$
|
36,424
|
|
|
$
|
2,963
|
|
|
$
|
(187
|
)
|
|
$
|
39,200
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Corporate debt security
|
$
|
159,418
|
|
|
$
|
34
|
|
|
$
|
(255
|
)
|
|
$
|
159,197
|
|
Equity security
|
98
|
|
|
1,353
|
|
|
—
|
|
|
1,451
|
|
||||
Total marketable securities
|
$
|
159,516
|
|
|
$
|
1,387
|
|
|
$
|
(255
|
)
|
|
$
|
160,648
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
|
(In thousands)
|
||||||
Due in one year or less
|
$
|
5,568
|
|
|
$
|
5,523
|
|
Due after one year through five years
|
22,197
|
|
|
22,055
|
|
||
Total
|
$
|
27,765
|
|
|
$
|
27,578
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Proceeds from maturities and sales of available-for-sale marketable securities
|
$
|
218,976
|
|
|
$
|
25,223
|
|
|
$
|
82,160
|
|
Gross realized gains
|
443
|
|
|
3,362
|
|
|
35,692
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cost method investments
|
$
|
114,532
|
|
|
$
|
90,910
|
|
Equity method investments
|
11,262
|
|
|
10,593
|
|
||
Long-term marketable equity security
|
7,542
|
|
|
7,410
|
|
||
Auction rate security
|
4,050
|
|
|
6,070
|
|
||
Total long-term investments
|
$
|
137,386
|
|
|
$
|
114,983
|
|
|
December 31, 2015
|
||||||||||||||
|
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
|
$
|
601,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
601,848
|
|
Time deposits
|
—
|
|
|
125,038
|
|
|
—
|
|
|
125,038
|
|
||||
Commercial paper
|
—
|
|
|
302,418
|
|
|
—
|
|
|
302,418
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
27,578
|
|
|
—
|
|
|
27,578
|
|
||||
Equity security
|
11,622
|
|
|
—
|
|
|
—
|
|
|
11,622
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Auction rate security
|
—
|
|
|
—
|
|
|
4,050
|
|
|
4,050
|
|
||||
Marketable equity security
|
7,542
|
|
|
—
|
|
|
—
|
|
|
7,542
|
|
||||
Total
|
$
|
621,012
|
|
|
$
|
455,034
|
|
|
$
|
4,050
|
|
|
$
|
1,080,096
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(33,873
|
)
|
|
$
|
(33,873
|
)
|
|
December 31, 2014
|
||||||||||||||
|
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
|
$
|
174,720
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
174,720
|
|
Time deposits
|
—
|
|
|
388,801
|
|
|
—
|
|
|
388,801
|
|
||||
Commercial paper
|
—
|
|
|
42,914
|
|
|
—
|
|
|
42,914
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate debt securities
|
—
|
|
|
159,197
|
|
|
—
|
|
|
159,197
|
|
||||
Equity security
|
1,451
|
|
|
—
|
|
|
—
|
|
|
1,451
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
Auction rate security
|
—
|
|
|
—
|
|
|
6,070
|
|
|
6,070
|
|
||||
Marketable equity security
|
7,410
|
|
|
—
|
|
|
—
|
|
|
7,410
|
|
||||
Total
|
$
|
183,581
|
|
|
$
|
590,912
|
|
|
$
|
6,070
|
|
|
$
|
780,563
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,140
|
)
|
|
$
|
(30,140
|
)
|
|
For the Year Ended
|
||||||||||||||
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Auction Rate
Security
|
|
Contingent
Consideration
Arrangements
|
|
Auction Rate
Security
|
|
Contingent
Consideration
Arrangements
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at January 1
|
$
|
6,070
|
|
|
$
|
(30,140
|
)
|
|
$
|
8,920
|
|
|
$
|
(45,828
|
)
|
Total net gains (losses):
|
|
|
|
|
|
|
|
||||||||
Included in earnings:
|
|
|
|
|
|
|
|
||||||||
Fair value adjustments
|
—
|
|
|
15,461
|
|
|
—
|
|
|
13,367
|
|
||||
Foreign currency exchange gains
|
—
|
|
|
626
|
|
|
—
|
|
|
—
|
|
||||
Included in other comprehensive (loss) income
|
(2,020
|
)
|
|
1,872
|
|
|
(2,850
|
)
|
|
3,025
|
|
||||
Fair value at date of acquisition
|
—
|
|
|
(27,442
|
)
|
|
—
|
|
|
(8,813
|
)
|
||||
Settlements
|
—
|
|
|
5,750
|
|
|
—
|
|
|
8,109
|
|
||||
Balance at December 31
|
$
|
4,050
|
|
|
$
|
(33,873
|
)
|
|
$
|
6,070
|
|
|
$
|
(30,140
|
)
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Current maturities of long-term debt
|
$
|
(40,000
|
)
|
|
$
|
(39,850
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Long-term debt, net of current maturities
|
$
|
(1,748,213
|
)
|
|
$
|
(1,761,601
|
)
|
|
$
|
(1,080,000
|
)
|
|
$
|
(1,099,813
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Match Group Term Loan due November 16, 2022
|
$
|
800,000
|
|
|
$
|
—
|
|
6.75% Senior Notes due December 15, 2022 (the "Match Group Senior Notes"); interest payable each June 15 and December 15, which commences June 15, 2016
|
445,172
|
|
|
—
|
|
||
4.875% Senior Notes due November 30, 2018 (the "2013 Senior Notes"); interest payable each May 30 and November 30, which commenced May 30, 2014
|
500,000
|
|
|
500,000
|
|
||
4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15, which commenced June 15, 2013
|
54,732
|
|
|
500,000
|
|
||
5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035 (the "Liberty Bonds")
|
—
|
|
|
80,000
|
|
||
Total long-term debt
|
1,799,904
|
|
|
1,080,000
|
|
||
Less: Current portion of long-term debt
|
40,000
|
|
|
—
|
|
||
Less: Net adjustment for remaining original issue discount on Match Group Term Loan and original issue premium related to the Match Exchange Offer
|
11,691
|
|
|
—
|
|
||
Total long-term debt, net of current maturities
|
$
|
1,748,213
|
|
|
$
|
1,080,000
|
|
Year
|
|
Percentage
|
|
2015
|
|
103.250
|
%
|
2016
|
|
101.625
|
%
|
2017 and thereafter
|
|
100.000
|
%
|
Year
|
|
Percentage
|
|
2017
|
|
102.375
|
%
|
2018
|
|
101.583
|
%
|
2019
|
|
100.792
|
%
|
2020 and thereafter
|
|
100.000
|
%
|
Years Ending December 31,
|
(In thousands)
|
||
2016
|
$
|
40,000
|
|
2017
|
40,000
|
|
|
2018
|
540,000
|
|
|
2019
|
40,000
|
|
|
2020
|
40,000
|
|
|
2021
|
40,000
|
|
|
2022
|
1,059,904
|
|
|
Total
|
1,799,904
|
|
|
Less: Current portion of long-term debt
|
40,000
|
|
|
Less: Net adjustment for remaining original issue discount on Match Group Term Loan and original issue premium related to the Match Exchange Offer
|
11,691
|
|
|
Total long term debt, net of current maturities
|
$
|
1,748,213
|
|
|
Year Ended December 31, 2015
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Losses) Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(86,848
|
)
|
|
$
|
(852
|
)
|
|
$
|
(87,700
|
)
|
Other comprehensive (loss) income, net of tax provision of $0.6 million related to unrealized gains on available-for-sale securities
|
(65,606
|
)
|
|
3,537
|
|
|
(62,069
|
)
|
|||
Amounts reclassified to earnings
|
(2,191
|
)
|
|
(143
|
)
|
(a)
|
(2,334
|
)
|
|||
Net current period other comprehensive (loss) income
|
(67,797
|
)
|
|
3,394
|
|
|
(64,403
|
)
|
|||
Balance at December 31
|
$
|
(154,645
|
)
|
|
$
|
2,542
|
|
|
$
|
(152,103
|
)
|
|
Year Ended December 31, 2014
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gaines (Losses) On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(20,352
|
)
|
|
$
|
7,306
|
|
|
$
|
(13,046
|
)
|
Other comprehensive loss before reclassifications, net of tax benefit of $0.7 million related to unrealized losses on available-for-sale securities
|
(66,496
|
)
|
|
(6,233
|
)
|
|
(72,729
|
)
|
|||
Amounts reclassified related to unrealized gains on available-for-sale securities, net of tax provision of $1.2 million
|
—
|
|
|
(1,925
|
)
|
|
(1,925
|
)
|
|||
Net current period other comprehensive loss
|
(66,496
|
)
|
|
(8,158
|
)
|
|
(74,654
|
)
|
|||
Balance at December 31
|
$
|
(86,848
|
)
|
|
$
|
(852
|
)
|
|
$
|
(87,700
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings from continuing operations
|
$
|
113,357
|
|
|
$
|
113,357
|
|
|
$
|
234,557
|
|
|
$
|
234,557
|
|
|
$
|
281,799
|
|
|
$
|
281,799
|
|
Net loss attributable to noncontrolling interests
|
6,098
|
|
|
6,098
|
|
|
5,643
|
|
|
5,643
|
|
|
2,059
|
|
|
2,059
|
|
||||||
Impact from Match Group's dilutive securities
|
—
|
|
|
(1,799
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Earnings from continuing operations attributable to IAC shareholders
|
119,455
|
|
|
117,656
|
|
|
240,200
|
|
|
240,200
|
|
|
283,858
|
|
|
283,858
|
|
||||||
Earnings from discontinued operations attributable to IAC shareholders
|
17
|
|
|
17
|
|
|
174,673
|
|
|
174,673
|
|
|
1,926
|
|
|
1,926
|
|
||||||
Net earnings attributable to IAC shareholders
|
$
|
119,472
|
|
|
$
|
117,673
|
|
|
$
|
414,873
|
|
|
$
|
414,873
|
|
|
$
|
285,784
|
|
|
$
|
285,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average basic shares outstanding
|
82,944
|
|
|
82,944
|
|
|
83,292
|
|
|
83,292
|
|
|
83,480
|
|
|
83,480
|
|
||||||
Dilutive securities including subsidiary denominated equity, stock options and RSUs
(a)(b)
|
—
|
|
|
5,323
|
|
|
—
|
|
|
5,266
|
|
|
—
|
|
|
3,262
|
|
||||||
Denominator for earnings per share—weighted average shares
(a)(b)
|
82,944
|
|
|
88,267
|
|
|
83,292
|
|
|
88,558
|
|
|
83,480
|
|
|
86,742
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share attributable to IAC shareholders:
|
|||||||||||||||||||||||
Earnings per share from continuing operations
|
$
|
1.44
|
|
|
$
|
1.33
|
|
|
$
|
2.88
|
|
|
$
|
2.71
|
|
|
$
|
3.40
|
|
|
$
|
3.27
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
2.10
|
|
|
1.97
|
|
|
0.02
|
|
|
0.02
|
|
||||||
Earnings per share
|
$
|
1.44
|
|
|
$
|
1.33
|
|
|
$
|
4.98
|
|
|
$
|
4.68
|
|
|
$
|
3.42
|
|
|
$
|
3.29
|
|
(a)
|
If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of subsidiary denominated equity, stock options and vesting of restricted stock units ("RSUs"). For the years ended
December 31, 2015
,
2014
and
2013
,
1.5 million
,
0.3 million
and
0.4 million
potentially dilutive securities, respectively, 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 (i) the applicable performance condition(s) has been met and (ii) the inclusion of the PSUs is dilutive for the respective reporting periods. For each of the years ended
December 31, 2015
and
2014
less than
0.1 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. For the year ended
December 31, 2013
, all PSUs that were considered to be probable of vesting were included in the calculation of diluted earnings per share as their performance conditions had been met.
|
|
December 31, 2015
|
|||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(Shares and intrinsic value in thousands)
|
|||||||||||
Outstanding at January 1, 2015
|
6,520
|
|
|
$
|
41.19
|
|
|
|
|
|
|
|
Granted
|
2,528
|
|
|
71.17
|
|
|
|
|
|
|
||
Exercised
|
(1,536
|
)
|
|
36.93
|
|
|
|
|
|
|
||
Forfeited
|
(220
|
)
|
|
53.75
|
|
|
|
|
|
|
||
Expired
|
(9
|
)
|
|
35.68
|
|
|
|
|
|
|
||
Outstanding at December 31, 2015
|
7,283
|
|
|
$
|
52.13
|
|
|
6.9
|
|
$
|
91,329
|
|
Options exercisable
|
3,520
|
|
|
$
|
37.16
|
|
|
5.1
|
|
$
|
82,073
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
Outstanding at
December 31, 2015 |
|
Weighted-
Average
Remaining
Contractual
Life in Years
|
|
Weighted-
Average
Exercise
Price
|
|
Exercisable at
December 31, 2015 |
|
Weighted-
Average Remaining Contractual Life in Years |
|
Weighted-
Average
Exercise
Price
|
||||||
|
(Shares in thousands)
|
||||||||||||||||
$10.01 to $20.00
|
423
|
|
|
3.5
|
|
$
|
17.94
|
|
|
423
|
|
|
3.5
|
|
$
|
17.94
|
|
$20.01 to $30.00
|
547
|
|
|
2.8
|
|
22.49
|
|
|
547
|
|
|
2.8
|
|
22.49
|
|
||
$30.01 to $40.00
|
992
|
|
|
5.3
|
|
31.79
|
|
|
992
|
|
|
5.3
|
|
31.79
|
|
||
$40.01 to $50.00
|
1,780
|
|
|
6.3
|
|
46.30
|
|
|
1,115
|
|
|
6.2
|
|
46.28
|
|
||
$50.01 to $60.00
|
366
|
|
|
6.0
|
|
58.62
|
|
|
252
|
|
|
5.8
|
|
58.60
|
|
||
$60.01 to $70.00
|
1,713
|
|
|
8.8
|
|
64.63
|
|
|
129
|
|
|
6.8
|
|
65.97
|
|
||
$70.01 to $80.00
|
962
|
|
|
9.2
|
|
74.23
|
|
|
62
|
|
|
8.3
|
|
71.55
|
|
||
$80.01 to $90.00
|
500
|
|
|
9.3
|
|
84.31
|
|
|
—
|
|
|
0.0
|
|
—
|
|
||
|
7,283
|
|
|
6.9
|
|
$
|
52.13
|
|
|
3,520
|
|
|
5.1
|
|
$
|
37.16
|
|
|
Years Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Expected volatility
|
28
|
%
|
|
31
|
%
|
|
29
|
%
|
Risk-free interest rate
|
1.6
|
%
|
|
1.5
|
%
|
|
1.0
|
%
|
Expected term
|
5.3 years
|
|
|
4.8 years
|
|
|
6.2 years
|
|
Dividend yield
|
2.0
|
%
|
|
1.5
|
%
|
|
2.0
|
%
|
|
RSUs
|
|
PSUs
|
||||||||||
|
Number
of shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number
of shares
(a)
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
|
(Shares in thousands)
|
||||||||||||
Unvested at January 1, 2015
|
750
|
|
|
$
|
53.61
|
|
|
35
|
|
|
$
|
71.39
|
|
Granted
|
649
|
|
|
70.11
|
|
|
168
|
|
|
70.88
|
|
||
Vested
|
(241
|
)
|
|
50.44
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(16
|
)
|
|
71.39
|
|
|
(33
|
)
|
|
71.39
|
|
||
Unvested at December 31, 2015
|
1,142
|
|
|
$
|
63.42
|
|
|
170
|
|
|
$
|
70.89
|
|
(a)
|
Included in the table are PSUs which vest at the end of
three
years in varying amounts depending upon certain performance conditions. The PSU table above includes these awards at their maximum potential payout.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Match Group
|
$
|
1,020,431
|
|
|
$
|
888,268
|
|
|
$
|
803,089
|
|
HomeAdvisor
|
361,201
|
|
|
283,541
|
|
|
239,471
|
|
|||
Publishing
|
691,686
|
|
|
791,549
|
|
|
803,141
|
|
|||
Applications
|
760,748
|
|
|
776,707
|
|
|
834,636
|
|
|||
Video
|
213,317
|
|
|
182,454
|
|
|
161,457
|
|
|||
Other
|
184,095
|
|
|
187,834
|
|
|
182,615
|
|
|||
Inter-segment elimination
|
(545
|
)
|
|
(806
|
)
|
|
(1,422
|
)
|
|||
Total
|
$
|
3,230,933
|
|
|
$
|
3,109,547
|
|
|
$
|
3,022,987
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Operating Income (Loss):
|
|
|
|
|
|
||||||
Match Group
|
$
|
193,556
|
|
|
$
|
228,567
|
|
|
$
|
221,333
|
|
HomeAdvisor
|
6,452
|
|
|
1,061
|
|
|
284
|
|
|||
Publishing
|
(26,692
|
)
|
|
110,523
|
|
|
119,484
|
|
|||
Applications
|
175,145
|
|
|
178,960
|
|
|
214,916
|
|
|||
Video
|
(38,756
|
)
|
|
(43,346
|
)
|
|
(24,144
|
)
|
|||
Other
|
(9,186
|
)
|
|
8,108
|
|
|
(344
|
)
|
|||
Corporate
|
(120,931
|
)
|
|
(105,146
|
)
|
|
(105,326
|
)
|
|||
Total
|
$
|
179,588
|
|
|
$
|
378,727
|
|
|
$
|
426,203
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Adjusted EBITDA:
(a)
|
|
|
|
|
|
||||||
Match Group
|
$
|
278,667
|
|
|
$
|
273,448
|
|
|
$
|
271,231
|
|
HomeAdvisor
|
18,529
|
|
|
17,701
|
|
|
15,373
|
|
|||
Publishing
|
87,788
|
|
|
150,960
|
|
|
161,950
|
|
|||
Applications
|
184,258
|
|
|
186,192
|
|
|
219,263
|
|
|||
Video
|
(38,384
|
)
|
|
(39,916
|
)
|
|
(21,397
|
)
|
|||
Other
|
10,621
|
|
|
13,134
|
|
|
7,520
|
|
|||
Corporate
|
(55,689
|
)
|
|
(57,443
|
)
|
|
(55,637
|
)
|
|||
Total
|
$
|
485,790
|
|
|
$
|
544,076
|
|
|
$
|
598,303
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Segment Assets:
(b)
|
|
|
|
||||
Match Group
|
$
|
345,879
|
|
|
$
|
292,307
|
|
HomeAdvisor
|
32,112
|
|
|
28,975
|
|
||
Publishing
|
390,951
|
|
|
201,405
|
|
||
Applications
|
108,997
|
|
|
117,358
|
|
||
Video
|
90,671
|
|
|
83,233
|
|
||
Other
|
64,550
|
|
|
53,355
|
|
||
Corporate
|
1,490,598
|
|
|
1,233,390
|
|
||
Total
|
$
|
2,523,758
|
|
|
$
|
2,010,023
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Match Group
|
$
|
29,156
|
|
|
$
|
21,793
|
|
|
$
|
19,807
|
|
HomeAdvisor
|
10,170
|
|
|
6,775
|
|
|
6,940
|
|
|||
Publishing
|
6,283
|
|
|
13,481
|
|
|
8,285
|
|
|||
Applications
|
4,681
|
|
|
4,220
|
|
|
13,930
|
|
|||
Video
|
2,466
|
|
|
1,878
|
|
|
1,386
|
|
|||
Other
|
3,175
|
|
|
2,845
|
|
|
1,981
|
|
|||
Corporate
|
6,118
|
|
|
6,241
|
|
|
27,982
|
|
|||
Total
|
$
|
62,049
|
|
|
$
|
57,233
|
|
|
$
|
80,311
|
|
(a)
|
The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses.
|
(b)
|
Consistent with the Company's primary metric (described in (a) above), the Company excludes, if applicable, goodwill and intangible assets from the measure of segment assets presented above.
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
2,376,035
|
|
|
$
|
2,146,189
|
|
|
$
|
2,081,485
|
|
All other countries
|
854,898
|
|
|
963,358
|
|
|
941,502
|
|
|||
Total
|
$
|
3,230,933
|
|
|
$
|
3,109,547
|
|
|
$
|
3,022,987
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets)
|
|
|
|
||||
United States
|
$
|
279,913
|
|
|
$
|
281,879
|
|
All other countries
|
22,904
|
|
|
20,580
|
|
||
Total
|
$
|
302,817
|
|
|
$
|
302,459
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||
|
Adjusted EBITDA
|
|
Stock-Based
Compensation Expense |
|
Depreciation
|
|
Amortization
of Intangibles |
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Goodwill Impairment
|
|
Operating
Income (Loss) |
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
278,667
|
|
|
$
|
(50,083
|
)
|
|
$
|
(25,983
|
)
|
|
$
|
(20,101
|
)
|
|
$
|
11,056
|
|
|
$
|
—
|
|
|
$
|
193,556
|
|
HomeAdvisor
|
18,529
|
|
|
(1,649
|
)
|
|
(6,593
|
)
|
|
(3,835
|
)
|
|
—
|
|
|
—
|
|
|
6,452
|
|
|||||||
Publishing
|
87,788
|
|
|
—
|
|
|
(9,577
|
)
|
|
(104,903
|
)
|
|
—
|
|
|
—
|
|
|
(26,692
|
)
|
|||||||
Applications
|
184,258
|
|
|
—
|
|
|
(4,617
|
)
|
|
(6,264
|
)
|
|
1,768
|
|
|
—
|
|
|
175,145
|
|
|||||||
Video
|
(38,384
|
)
|
|
(360
|
)
|
|
(1,091
|
)
|
|
(1,558
|
)
|
|
2,637
|
|
|
—
|
|
|
(38,756
|
)
|
|||||||
Other
|
10,621
|
|
|
—
|
|
|
(2,460
|
)
|
|
(3,291
|
)
|
|
—
|
|
|
(14,056
|
)
|
|
(9,186
|
)
|
|||||||
Corporate
|
(55,689
|
)
|
|
(53,358
|
)
|
|
(11,884
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(120,931
|
)
|
|||||||
Total
|
$
|
485,790
|
|
|
$
|
(105,450
|
)
|
|
$
|
(62,205
|
)
|
|
$
|
(139,952
|
)
|
|
$
|
15,461
|
|
|
$
|
(14,056
|
)
|
|
179,588
|
|
|
Equity in earnings of unconsolidated affiliates
|
|
772
|
|
||||||||||||||||||||||||
Interest expense
|
|
(73,636
|
)
|
||||||||||||||||||||||||
Other income, net
|
|
36,149
|
|
||||||||||||||||||||||||
Earnings from continuing operations before income taxes
|
|
142,873
|
|
||||||||||||||||||||||||
Income tax provision
|
|
(29,516
|
)
|
||||||||||||||||||||||||
Earnings from continuing operations
|
|
113,357
|
|
||||||||||||||||||||||||
Earnings from discontinued operations, net of tax
|
|
17
|
|
||||||||||||||||||||||||
Net earnings
|
|
113,374
|
|
||||||||||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
6,098
|
|
||||||||||||||||||||||||
Net earnings attributable to IAC shareholders
|
|
$
|
119,472
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||
|
Adjusted EBITDA
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Operating
Income
(Loss)
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
273,448
|
|
|
$
|
(20,851
|
)
|
|
$
|
(25,547
|
)
|
|
$
|
(11,395
|
)
|
|
$
|
12,912
|
|
|
$
|
228,567
|
|
HomeAdvisor
|
17,701
|
|
|
(558
|
)
|
|
(6,520
|
)
|
|
(9,562
|
)
|
|
—
|
|
|
1,061
|
|
||||||
Publishing
|
150,960
|
|
|
—
|
|
|
(11,856
|
)
|
|
(28,581
|
)
|
|
—
|
|
|
110,523
|
|
||||||
Applications
|
186,192
|
|
|
—
|
|
|
(4,385
|
)
|
|
(2,521
|
)
|
|
(326
|
)
|
|
178,960
|
|
||||||
Video
|
(39,916
|
)
|
|
(647
|
)
|
|
(899
|
)
|
|
(2,099
|
)
|
|
215
|
|
|
(43,346
|
)
|
||||||
Other
|
13,134
|
|
|
—
|
|
|
(1,824
|
)
|
|
(3,768
|
)
|
|
566
|
|
|
8,108
|
|
||||||
Corporate
|
(57,443
|
)
|
|
(37,578
|
)
|
|
(10,125
|
)
|
|
—
|
|
|
—
|
|
|
(105,146
|
)
|
||||||
Total
|
$
|
544,076
|
|
|
$
|
(59,634
|
)
|
|
$
|
(61,156
|
)
|
|
$
|
(57,926
|
)
|
|
$
|
13,367
|
|
|
378,727
|
|
|
Equity in losses of unconsolidated affiliates
|
|
(9,697
|
)
|
||||||||||||||||||||
Interest expense
|
|
(56,314
|
)
|
||||||||||||||||||||
Other expense, net
|
|
(42,787
|
)
|
||||||||||||||||||||
Earnings from continuing operations before income taxes
|
|
269,929
|
|
||||||||||||||||||||
Income tax provision
|
|
(35,372
|
)
|
||||||||||||||||||||
Earnings from continuing operations
|
|
234,557
|
|
||||||||||||||||||||
Earnings from discontinued operations, net of tax
|
|
174,673
|
|
||||||||||||||||||||
Net earnings
|
|
409,230
|
|
||||||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
5,643
|
|
||||||||||||||||||||
Net earnings attributable to IAC shareholders
|
|
$
|
414,873
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||||
|
Adjusted EBITDA
|
|
Non-Cash
Compensation Expense |
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Operating
Income
(Loss)
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
271,231
|
|
|
$
|
(12,228
|
)
|
|
$
|
(20,202
|
)
|
|
$
|
(17,125
|
)
|
|
$
|
(343
|
)
|
|
$
|
221,333
|
|
HomeAdvisor
|
15,373
|
|
|
—
|
|
|
(5,174
|
)
|
|
(9,915
|
)
|
|
—
|
|
|
284
|
|
||||||
Publishing
|
161,950
|
|
|
(1
|
)
|
|
(14,822
|
)
|
|
(27,643
|
)
|
|
—
|
|
|
119,484
|
|
||||||
Applications
|
219,263
|
|
|
(1
|
)
|
|
(4,346
|
)
|
|
—
|
|
|
—
|
|
|
214,916
|
|
||||||
Video
|
(21,397
|
)
|
|
(633
|
)
|
|
(1,133
|
)
|
|
(981
|
)
|
|
—
|
|
|
(24,144
|
)
|
||||||
Other
|
7,520
|
|
|
29
|
|
|
(3,714
|
)
|
|
(4,179
|
)
|
|
—
|
|
|
(344
|
)
|
||||||
Corporate
|
(55,637
|
)
|
|
(40,171
|
)
|
|
(9,518
|
)
|
|
—
|
|
|
—
|
|
|
(105,326
|
)
|
||||||
Total
|
$
|
598,303
|
|
|
$
|
(53,005
|
)
|
|
$
|
(58,909
|
)
|
|
$
|
(59,843
|
)
|
|
$
|
(343
|
)
|
|
426,203
|
|
|
Equity in losses of unconsolidated affiliates
|
|
(6,615
|
)
|
||||||||||||||||||||
Interest expense
|
|
(33,596
|
)
|
||||||||||||||||||||
Other income, net
|
|
30,309
|
|
||||||||||||||||||||
Earnings from continuing operations before income taxes
|
|
416,301
|
|
||||||||||||||||||||
Income tax provision
|
|
(134,502
|
)
|
||||||||||||||||||||
Earnings from continuing operations
|
|
281,799
|
|
||||||||||||||||||||
Earnings from discontinued operations, net of tax
|
|
1,926
|
|
||||||||||||||||||||
Net earnings
|
|
283,725
|
|
||||||||||||||||||||
Net loss attributable to noncontrolling interests
|
|
2,059
|
|
||||||||||||||||||||
Net earnings attributable to IAC shareholders
|
|
$
|
285,784
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Segment Assets
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets |
|
Definite-Lived
Intangible Assets |
|
Total Assets
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Match Group
|
$
|
345,879
|
|
|
$
|
1,293,109
|
|
|
$
|
243,697
|
|
|
$
|
32,711
|
|
|
$
|
1,915,396
|
|
HomeAdvisor
|
32,112
|
|
|
150,251
|
|
|
600
|
|
|
5,727
|
|
|
188,690
|
|
|||||
Publishing
|
390,951
|
|
|
277,192
|
|
|
59,805
|
|
|
7,849
|
|
|
735,797
|
|
|||||
Applications
|
108,997
|
|
|
447,242
|
|
|
60,600
|
|
|
7,964
|
|
|
624,803
|
|
|||||
Video
|
90,671
|
|
|
15,590
|
|
|
1,800
|
|
|
3,343
|
|
|
111,404
|
|
|||||
Other
|
64,550
|
|
|
61,980
|
|
|
13,635
|
|
|
3,097
|
|
|
143,262
|
|
|||||
Corporate
(c)
|
1,490,598
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,490,598
|
|
|||||
Total
|
$
|
2,523,758
|
|
|
$
|
2,245,364
|
|
|
$
|
380,137
|
|
|
$
|
60,691
|
|
|
$
|
5,209,950
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Segment Assets
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets
|
|
Definite-Lived
Intangible Assets
|
|
Total Assets
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Search & Applications
(d)
|
$
|
—
|
|
|
$
|
774,822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
774,822
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Match Group
|
292,307
|
|
|
791,474
|
|
|
180,558
|
|
|
27,055
|
|
|
1,291,394
|
|
|||||
HomeAdvisor
|
28,975
|
|
|
151,321
|
|
|
600
|
|
|
9,693
|
|
|
190,589
|
|
|||||
Publishing
|
201,405
|
|
|
—
|
|
|
148,095
|
|
|
25,936
|
|
|
375,436
|
|
|||||
Applications
|
117,358
|
|
|
—
|
|
|
60,600
|
|
|
13,079
|
|
|
191,037
|
|
|||||
Video
|
83,233
|
|
|
15,590
|
|
|
1,800
|
|
|
4,900
|
|
|
105,523
|
|
|||||
Other
|
53,355
|
|
|
21,719
|
|
|
13,581
|
|
|
6,039
|
|
|
94,694
|
|
|||||
Corporate
(c)
|
1,233,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,233,390
|
|
|||||
Total
|
$
|
2,010,023
|
|
|
$
|
1,754,926
|
|
|
$
|
405,234
|
|
|
$
|
86,702
|
|
|
$
|
4,256,885
|
|
(c)
|
Corporate assets consist primarily of cash and cash equivalents, marketable securities and IAC's headquarters building.
|
(d)
|
Prior to the fourth quarter of 2015, Search & Applications was a reportable segment consisting of
one
operating segment and
one
reporting unit. In the fourth quarter of 2015, Search &Applications was split into
three
new operating segments and reportable units: Publishing, Applications and PriceRunner (included in the Other segment). The goodwill of Search & Applications was allocated to these three reporting units based upon their relative fair values as of October 1, 2015. It is not possible to reflect this allocation on a retrospective basis because of acquisitions and dispositions during the three years in the period ended December 31, 2015. See Note 1 for additional information on the realignment of IAC's reportable segments and Note 4 for additional information on goodwill.
|
Years Ending December 31,
|
|
(In thousands)
|
||
2016
|
|
$
|
33,073
|
|
2017
|
|
32,539
|
|
|
2018
|
|
28,252
|
|
|
2019
|
|
22,352
|
|
|
2020
|
|
15,547
|
|
|
Thereafter
|
|
200,554
|
|
|
Total
|
|
$
|
332,317
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
|
Less Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
|
Total
Amounts
Committed
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Purchase obligations
|
$
|
784
|
|
|
$
|
145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
929
|
|
Letters of credit and surety bonds
|
1,054
|
|
|
—
|
|
|
67
|
|
|
1,437
|
|
|
2,558
|
|
|||||
Total commercial commitments
|
$
|
1,838
|
|
|
$
|
145
|
|
|
$
|
67
|
|
|
$
|
1,437
|
|
|
$
|
3,487
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
51,666
|
|
|
$
|
54,027
|
|
|
$
|
28,705
|
|
Income tax payments
|
70,762
|
|
|
63,521
|
|
|
112,087
|
|
|||
Income tax refunds
|
(5,619
|
)
|
|
(10,477
|
)
|
|
(17,683
|
)
|
•
|
A Master Transaction Agreement, under which Match Group agrees to assume all of the assets and liabilities related to its business and agrees to indemnify IAC against any losses arising out of any breach by Match Group of the Master Transaction Agreement or other IPO related agreements;
|
•
|
An Investor Rights Agreement that provides IAC with (i) specified registration and other rights relating to shares of Match Group's common stock and (ii) anti-dilution rights with respect to Match Group's common stock;
|
•
|
An Employee Matters Agreement, which governs the respective rights, responsibilities and obligations of IAC and Match Group after the IPO with respect to a range of compensation and benefit issues;
|
•
|
A Tax Sharing Agreement, which governs the respective rights, responsibilities and obligations of IAC and Match Group with respect to tax liabilities and benefits, entitlement to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes; and
|
•
|
A Services Agreement, under which IAC has agreed to provide a range of services to Match Group, including, among others, (i) assistance with certain legal, finance, internal audit, treasury, information technology support, insurance and tax affairs, including assistance with certain public company reporting obligations; (ii) payroll processing services; (iii) tax compliance services; and (iv) such other services as to which IAC and Match Group may agree, and Match Group agrees to provide IAC informational technology services and such other services as to which IAC and Match Group may agree.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
40,091
|
|
|
$
|
39,311
|
|
Capitalized downloadable search toolbar costs, net
|
27,929
|
|
|
29,608
|
|
||
Income taxes receivable
|
26,793
|
|
|
4,505
|
|
||
Production costs
|
24,804
|
|
|
24,599
|
|
||
Other
|
54,669
|
|
|
50,726
|
|
||
Other current assets
|
$
|
174,286
|
|
|
$
|
148,749
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Property and equipment, net:
|
|
|
|
||||
Buildings and leasehold improvements
|
$
|
235,545
|
|
|
$
|
230,577
|
|
Computer equipment and capitalized software
|
239,309
|
|
|
238,960
|
|
||
Furniture and other equipment
|
88,664
|
|
|
87,788
|
|
||
Projects in progress
|
18,676
|
|
|
19,551
|
|
||
Land
|
5,117
|
|
|
5,117
|
|
||
|
587,311
|
|
|
581,993
|
|
||
Accumulated depreciation and amortization
|
(284,494
|
)
|
|
(279,534
|
)
|
||
Property and equipment, net
|
$
|
302,817
|
|
|
$
|
302,459
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Accrued expenses and other current liabilities:
|
|
|
|
||||
Accrued employee compensation and benefits
|
$
|
104,481
|
|
|
$
|
101,830
|
|
Accrued advertising expense
|
87,064
|
|
|
87,485
|
|
||
Accrued revenue share expense
|
34,111
|
|
|
50,624
|
|
||
Income taxes payable
|
33,029
|
|
|
41,157
|
|
||
Other
|
124,566
|
|
|
116,453
|
|
||
Accrued expenses and other current liabilities
|
$
|
383,251
|
|
|
$
|
397,549
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
3,077,080
|
|
|
$
|
2,957,735
|
|
|
$
|
2,869,822
|
|
Product revenue
|
153,853
|
|
|
151,812
|
|
|
153,165
|
|
|||
Revenue
|
$
|
3,230,933
|
|
|
$
|
3,109,547
|
|
|
$
|
3,022,987
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of service revenue
|
$
|
652,137
|
|
|
$
|
734,222
|
|
|
$
|
857,825
|
|
Cost of product revenue
|
126,024
|
|
|
125,982
|
|
|
119,532
|
|
|||
Cost of revenue
|
$
|
778,161
|
|
|
$
|
860,204
|
|
|
$
|
977,357
|
|
|
Years Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In thousands)
|
||||||||||
Other income (expense), net:
|
|
|
|
|
|
||||||
Gain on real estate transaction
|
$
|
34,341
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Impairment of long-term investments
|
(6,689
|
)
|
|
(66,601
|
)
|
|
(5,268
|
)
|
|||
Foreign currency exchange gains (losses), net
|
5,436
|
|
|
(1,558
|
)
|
|
(2,883
|
)
|
|||
Interest income
|
4,349
|
|
|
4,352
|
|
|
2,608
|
|
|||
Gains on sales of long-term investments and a business
|
1,005
|
|
|
21,946
|
|
|
35,856
|
|
|||
Other
|
(2,293
|
)
|
|
(926
|
)
|
|
(4
|
)
|
|||
Other income (expense), net
|
$
|
36,149
|
|
|
$
|
(42,787
|
)
|
|
$
|
30,309
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
1,073,053
|
|
|
$
|
—
|
|
|
$
|
408,394
|
|
|
$
|
—
|
|
|
$
|
1,481,447
|
|
Marketable securities
|
27,578
|
|
|
—
|
|
|
11,622
|
|
|
—
|
|
|
39,200
|
|
|||||
Accounts receivable, net
|
33
|
|
|
117,337
|
|
|
132,707
|
|
|
—
|
|
|
250,077
|
|
|||||
Other current assets
|
30,813
|
|
|
48,884
|
|
|
94,589
|
|
|
—
|
|
|
174,286
|
|
|||||
Intercompany receivables
|
—
|
|
|
570,607
|
|
|
1,029,863
|
|
|
(1,600,470
|
)
|
|
—
|
|
|||||
Property and equipment, net
|
4,432
|
|
|
201,242
|
|
|
97,143
|
|
|
—
|
|
|
302,817
|
|
|||||
Goodwill
|
—
|
|
|
830,642
|
|
|
1,414,722
|
|
|
—
|
|
|
2,245,364
|
|
|||||
Intangible assets, net
|
—
|
|
|
139,160
|
|
|
301,668
|
|
|
—
|
|
|
440,828
|
|
|||||
Investment in subsidiaries
|
3,128,765
|
|
|
457,063
|
|
|
1,445
|
|
|
(3,587,273
|
)
|
|
—
|
|
|||||
Other non-current assets
|
89,017
|
|
|
13,428
|
|
|
188,477
|
|
|
(14,991
|
)
|
|
275,931
|
|
|||||
Total assets
|
$
|
4,353,691
|
|
|
$
|
2,378,363
|
|
|
$
|
3,680,630
|
|
|
$
|
(5,202,734
|
)
|
|
$
|
5,209,950
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
Accounts payable, trade
|
4,711
|
|
|
43,240
|
|
|
38,932
|
|
|
—
|
|
|
86,883
|
|
|||||
Other current liabilities
|
62,833
|
|
|
182,848
|
|
|
395,982
|
|
|
—
|
|
|
641,663
|
|
|||||
Long-term debt, net of current maturities
|
554,732
|
|
|
—
|
|
|
1,193,481
|
|
|
—
|
|
|
1,748,213
|
|
|||||
Income taxes payable
|
152
|
|
|
3,435
|
|
|
30,105
|
|
|
—
|
|
|
33,692
|
|
|||||
Intercompany liabilities
|
1,600,470
|
|
|
—
|
|
|
—
|
|
|
(1,600,470
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
326,267
|
|
|
18,160
|
|
|
83,847
|
|
|
(14,991
|
)
|
|
413,283
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
30,391
|
|
|
—
|
|
|
30,391
|
|
|||||
IAC shareholders' equity
|
1,804,526
|
|
|
2,130,680
|
|
|
1,456,593
|
|
|
(3,587,273
|
)
|
|
1,804,526
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
411,299
|
|
|
—
|
|
|
411,299
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
4,353,691
|
|
|
$
|
2,378,363
|
|
|
$
|
3,680,630
|
|
|
$
|
(5,202,734
|
)
|
|
$
|
5,209,950
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
762,231
|
|
|
$
|
—
|
|
|
$
|
228,174
|
|
|
$
|
—
|
|
|
$
|
990,405
|
|
Marketable securities
|
159,197
|
|
|
—
|
|
|
1,451
|
|
|
—
|
|
|
160,648
|
|
|||||
Accounts receivable, net
|
13
|
|
|
137,593
|
|
|
98,480
|
|
|
—
|
|
|
236,086
|
|
|||||
Other current assets
|
20,532
|
|
|
55,422
|
|
|
72,795
|
|
|
—
|
|
|
148,749
|
|
|||||
Intercompany receivables
|
—
|
|
|
691,357
|
|
|
1,964,011
|
|
|
(2,655,368
|
)
|
|
—
|
|
|||||
Property and equipment, net
|
4,950
|
|
|
207,407
|
|
|
90,102
|
|
|
—
|
|
|
302,459
|
|
|||||
Goodwill
|
—
|
|
|
840,104
|
|
|
914,822
|
|
|
—
|
|
|
1,754,926
|
|
|||||
Intangible assets, net
|
—
|
|
|
243,408
|
|
|
248,528
|
|
|
—
|
|
|
491,936
|
|
|||||
Investment in subsidiaries
|
5,035,304
|
|
|
466,165
|
|
|
—
|
|
|
(5,501,469
|
)
|
|
—
|
|
|||||
Other non-current assets
|
44,610
|
|
|
13,228
|
|
|
113,838
|
|
|
—
|
|
|
171,676
|
|
|||||
Total assets
|
$
|
6,026,837
|
|
|
$
|
2,654,684
|
|
|
$
|
3,732,201
|
|
|
$
|
(8,156,837
|
)
|
|
$
|
4,256,885
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable, trade
|
$
|
3,059
|
|
|
$
|
50,761
|
|
|
$
|
27,343
|
|
|
$
|
—
|
|
|
$
|
81,163
|
|
Other current liabilities
|
73,491
|
|
|
187,698
|
|
|
331,348
|
|
|
—
|
|
|
592,537
|
|
|||||
Long-term debt
|
1,000,000
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
1,080,000
|
|
|||||
Income taxes payable
|
2,240
|
|
|
2,929
|
|
|
27,466
|
|
|
—
|
|
|
32,635
|
|
|||||
Intercompany liabilities
|
2,655,368
|
|
|
—
|
|
|
—
|
|
|
(2,655,368
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
300,726
|
|
|
59,889
|
|
|
76,366
|
|
|
—
|
|
|
436,981
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
40,427
|
|
|
—
|
|
|
40,427
|
|
|||||
IAC shareholders' equity
|
1,991,953
|
|
|
2,273,407
|
|
|
3,228,062
|
|
|
(5,501,469
|
)
|
|
1,991,953
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
1,189
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
6,026,837
|
|
|
$
|
2,654,684
|
|
|
$
|
3,732,201
|
|
|
$
|
(8,156,837
|
)
|
|
$
|
4,256,885
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,704,841
|
|
|
$
|
1,536,101
|
|
|
$
|
(10,009
|
)
|
|
$
|
3,230,933
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
720
|
|
|
367,704
|
|
|
410,927
|
|
|
(1,190
|
)
|
|
778,161
|
|
|||||
Selling and marketing expense
|
3,210
|
|
|
852,173
|
|
|
499,053
|
|
|
(8,860
|
)
|
|
1,345,576
|
|
|||||
General and administrative expense
|
93,090
|
|
|
178,861
|
|
|
253,637
|
|
|
41
|
|
|
525,629
|
|
|||||
Product development expense
|
4,311
|
|
|
93,769
|
|
|
87,686
|
|
|
—
|
|
|
185,766
|
|
|||||
Depreciation
|
1,918
|
|
|
27,890
|
|
|
32,397
|
|
|
—
|
|
|
62,205
|
|
|||||
Amortization of intangibles
|
—
|
|
|
104,180
|
|
|
35,772
|
|
|
—
|
|
|
139,952
|
|
|||||
Goodwill impairment
|
—
|
|
|
14,056
|
|
|
—
|
|
|
—
|
|
|
14,056
|
|
|||||
Total operating costs and expenses
|
103,249
|
|
|
1,638,633
|
|
|
1,319,472
|
|
|
(10,009
|
)
|
|
3,051,345
|
|
|||||
Operating (loss) income
|
(103,249
|
)
|
|
66,208
|
|
|
216,629
|
|
|
—
|
|
|
179,588
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
215,462
|
|
|
13,477
|
|
|
1,204
|
|
|
(229,371
|
)
|
|
772
|
|
|||||
Interest expense
|
(49,405
|
)
|
|
(6,130
|
)
|
|
(18,101
|
)
|
|
—
|
|
|
(73,636
|
)
|
|||||
Other (expense) income, net
|
(3,571
|
)
|
|
28,077
|
|
|
11,643
|
|
|
—
|
|
|
36,149
|
|
|||||
Earnings from continuing operations before income taxes
|
59,237
|
|
|
101,632
|
|
|
211,375
|
|
|
(229,371
|
)
|
|
142,873
|
|
|||||
Income tax benefit (provision)
|
60,218
|
|
|
(36,425
|
)
|
|
(53,309
|
)
|
|
—
|
|
|
(29,516
|
)
|
|||||
Earnings
from continuing operations
|
119,455
|
|
|
65,207
|
|
|
158,066
|
|
|
(229,371
|
)
|
|
113,357
|
|
|||||
Earnings (loss) from discontinued operations, net of tax
|
17
|
|
|
—
|
|
|
(12
|
)
|
|
12
|
|
|
17
|
|
|||||
Net earnings
|
119,472
|
|
|
65,207
|
|
|
158,054
|
|
|
(229,359
|
)
|
|
113,374
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6,098
|
|
|
—
|
|
|
6,098
|
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
119,472
|
|
|
$
|
65,207
|
|
|
$
|
164,152
|
|
|
$
|
(229,359
|
)
|
|
$
|
119,472
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
55,069
|
|
|
$
|
61,730
|
|
|
$
|
98,323
|
|
|
$
|
(160,053
|
)
|
|
$
|
55,069
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,694,844
|
|
|
$
|
1,426,542
|
|
|
$
|
(11,839
|
)
|
|
$
|
3,109,547
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
998
|
|
|
438,729
|
|
|
423,230
|
|
|
(2,753
|
)
|
|
860,204
|
|
|||||
Selling and marketing expense
|
2,138
|
|
|
715,646
|
|
|
437,928
|
|
|
(8,303
|
)
|
|
1,147,409
|
|
|||||
General and administrative expense
|
105,221
|
|
|
148,026
|
|
|
190,318
|
|
|
45
|
|
|
443,610
|
|
|||||
Product development expense
|
6,496
|
|
|
83,216
|
|
|
71,631
|
|
|
(828
|
)
|
|
160,515
|
|
|||||
Depreciation
|
1,426
|
|
|
26,182
|
|
|
33,548
|
|
|
—
|
|
|
61,156
|
|
|||||
Amortization of intangibles
|
—
|
|
|
33,587
|
|
|
24,339
|
|
|
—
|
|
|
57,926
|
|
|||||
Total operating costs and expenses
|
116,279
|
|
|
1,445,386
|
|
|
1,180,994
|
|
|
(11,839
|
)
|
|
2,730,820
|
|
|||||
Operating (loss) income
|
(116,279
|
)
|
|
249,458
|
|
|
245,548
|
|
|
—
|
|
|
378,727
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
253,582
|
|
|
(6,440
|
)
|
|
451
|
|
|
(257,290
|
)
|
|
(9,697
|
)
|
|||||
Interest expense
|
(51,988
|
)
|
|
(4,229
|
)
|
|
(97
|
)
|
|
—
|
|
|
(56,314
|
)
|
|||||
Other income (expense), net
|
2,688
|
|
|
12,533
|
|
|
(58,008
|
)
|
|
—
|
|
|
(42,787
|
)
|
|||||
Earnings from continuing operations before income taxes
|
88,003
|
|
|
251,322
|
|
|
187,894
|
|
|
(257,290
|
)
|
|
269,929
|
|
|||||
Income tax benefit (provision)
|
152,197
|
|
|
(98,198
|
)
|
|
(89,371
|
)
|
|
—
|
|
|
(35,372
|
)
|
|||||
Earnings from continuing operations
|
240,200
|
|
|
153,124
|
|
|
98,523
|
|
|
(257,290
|
)
|
|
234,557
|
|
|||||
Earnings from discontinued operations, net of tax
|
174,673
|
|
|
—
|
|
|
570
|
|
|
(570
|
)
|
|
174,673
|
|
|||||
Net earnings
|
414,873
|
|
|
153,124
|
|
|
99,093
|
|
|
(257,860
|
)
|
|
409,230
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
5,643
|
|
|
—
|
|
|
5,643
|
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
414,873
|
|
|
$
|
153,124
|
|
|
$
|
104,736
|
|
|
$
|
(257,860
|
)
|
|
$
|
414,873
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
340,219
|
|
|
$
|
144,926
|
|
|
$
|
33,229
|
|
|
$
|
(178,155
|
)
|
|
$
|
340,219
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,660,113
|
|
|
$
|
1,366,989
|
|
|
$
|
(4,115
|
)
|
|
$
|
3,022,987
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
2,456
|
|
|
537,948
|
|
|
439,813
|
|
|
(2,860
|
)
|
|
977,357
|
|
|||||
Selling and marketing expense
|
2,563
|
|
|
591,543
|
|
|
389,801
|
|
|
(1,133
|
)
|
|
982,774
|
|
|||||
General and administrative expense
|
97,025
|
|
|
127,731
|
|
|
153,508
|
|
|
(122
|
)
|
|
378,142
|
|
|||||
Product development expense
|
4,685
|
|
|
77,153
|
|
|
57,921
|
|
|
—
|
|
|
139,759
|
|
|||||
Depreciation
|
1,386
|
|
|
27,609
|
|
|
29,914
|
|
|
—
|
|
|
58,909
|
|
|||||
Amortization of intangibles
|
—
|
|
|
37,890
|
|
|
21,953
|
|
|
—
|
|
|
59,843
|
|
|||||
Total operating costs and expenses
|
108,115
|
|
|
1,399,874
|
|
|
1,092,910
|
|
|
(4,115
|
)
|
|
2,596,784
|
|
|||||
Operating (loss) income
|
(108,115
|
)
|
|
260,239
|
|
|
274,079
|
|
|
—
|
|
|
426,203
|
|
|||||
Equity in earnings (losses) of unconsolidated affiliates
|
439,925
|
|
|
38,619
|
|
|
(303
|
)
|
|
(484,856
|
)
|
|
(6,615
|
)
|
|||||
Interest expense
|
(29,417
|
)
|
|
(3,957
|
)
|
|
(222
|
)
|
|
—
|
|
|
(33,596
|
)
|
|||||
Other (expense) income, net
|
(35,331
|
)
|
|
(18,653
|
)
|
|
84,293
|
|
|
—
|
|
|
30,309
|
|
|||||
Earnings from continuing operations before income taxes
|
267,062
|
|
|
276,248
|
|
|
357,847
|
|
|
(484,856
|
)
|
|
416,301
|
|
|||||
Income tax benefit (provision)
|
16,796
|
|
|
(81,803
|
)
|
|
(69,495
|
)
|
|
—
|
|
|
(134,502
|
)
|
|||||
Earnings from continuing operations
|
283,858
|
|
|
194,445
|
|
|
288,352
|
|
|
(484,856
|
)
|
|
281,799
|
|
|||||
Earnings (loss) from discontinued operations, net of tax
|
1,926
|
|
|
—
|
|
|
(39
|
)
|
|
39
|
|
|
1,926
|
|
|||||
Net earnings
|
285,784
|
|
|
194,445
|
|
|
288,313
|
|
|
(484,817
|
)
|
|
283,725
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
2,059
|
|
|
—
|
|
|
2,059
|
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
285,784
|
|
|
$
|
194,445
|
|
|
$
|
290,372
|
|
|
$
|
(484,817
|
)
|
|
$
|
285,784
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
304,907
|
|
|
$
|
195,308
|
|
|
$
|
301,073
|
|
|
$
|
(496,381
|
)
|
|
$
|
304,907
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
IAC Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities attributable to continuing operations
|
$
|
(139,227
|
)
|
|
$
|
235,424
|
|
|
$
|
253,208
|
|
|
$
|
349,405
|
|
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(6,078
|
)
|
|
(611,324
|
)
|
|
(617,402
|
)
|
||||
Capital expenditures
|
(1,332
|
)
|
|
(23,628
|
)
|
|
(37,089
|
)
|
|
(62,049
|
)
|
||||
Proceeds from maturities and sales of marketable debt securities
|
218,462
|
|
|
—
|
|
|
—
|
|
|
218,462
|
|
||||
Purchases of marketable debt securities
|
(93,134
|
)
|
|
—
|
|
|
—
|
|
|
(93,134
|
)
|
||||
Proceeds from sales of long-term investments and a business
|
1,277
|
|
|
—
|
|
|
8,136
|
|
|
9,413
|
|
||||
Purchases of long-term investments
|
(6,978
|
)
|
|
—
|
|
|
(27,492
|
)
|
|
(34,470
|
)
|
||||
Other, net
|
3,613
|
|
|
(364
|
)
|
|
(6,790
|
)
|
|
(3,541
|
)
|
||||
Net cash provided by (used in) investing activities attributable to continuing operations
|
121,908
|
|
|
(30,070
|
)
|
|
(674,559
|
)
|
|
(582,721
|
)
|
||||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Borrowings under Match Group Term Loan
|
—
|
|
|
—
|
|
|
788,000
|
|
|
788,000
|
|
||||
Debt issuance costs
|
(1,876
|
)
|
|
—
|
|
|
(17,174
|
)
|
|
(19,050
|
)
|
||||
Fees and expenses related to note exchange
|
—
|
|
|
—
|
|
|
(6,954
|
)
|
|
(6,954
|
)
|
||||
Principal payments on long-term debt
|
—
|
|
|
(80,000
|
)
|
|
—
|
|
|
(80,000
|
)
|
||||
Proceeds from Match Group initial public offering, net of fees and expenses
|
—
|
|
|
—
|
|
|
428,789
|
|
|
428,789
|
|
||||
Purchase of treasury stock
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
||||
Dividends
|
(113,196
|
)
|
|
—
|
|
|
—
|
|
|
(113,196
|
)
|
||||
Issuance of common stock, net of withholding taxes
|
(38,418
|
)
|
|
—
|
|
|
—
|
|
|
(38,418
|
)
|
||||
Repurchase of stock-based awards
|
—
|
|
|
—
|
|
|
(23,431
|
)
|
|
(23,431
|
)
|
||||
Excess tax benefits from stock-based awards
|
18,034
|
|
|
—
|
|
|
38,384
|
|
|
56,418
|
|
||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(32,207
|
)
|
|
(32,207
|
)
|
||||
Acquisition-related contingent consideration payments
|
—
|
|
|
(240
|
)
|
|
(5,510
|
)
|
|
(5,750
|
)
|
||||
Intercompany
|
683,571
|
|
|
(125,114
|
)
|
|
(558,457
|
)
|
|
—
|
|
||||
Other, net
|
(19,834
|
)
|
|
—
|
|
|
441
|
|
|
(19,393
|
)
|
||||
Net cash provided by (used in) financing activities attributable to continuing operations
|
328,281
|
|
|
(205,354
|
)
|
|
611,881
|
|
|
734,808
|
|
||||
Total cash provided by continuing operations
|
310,962
|
|
|
—
|
|
|
190,530
|
|
|
501,492
|
|
||||
Total cash used in discontinued operations
|
(140
|
)
|
|
—
|
|
|
(12
|
)
|
|
(152
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(10,298
|
)
|
|
(10,298
|
)
|
||||
Net increase in cash and cash equivalents
|
310,822
|
|
|
—
|
|
|
180,220
|
|
|
491,042
|
|
||||
Cash and cash equivalents at beginning of period
|
762,231
|
|
|
—
|
|
|
228,174
|
|
|
990,405
|
|
||||
Cash and cash equivalents at end of period
|
$
|
1,073,053
|
|
|
$
|
—
|
|
|
$
|
408,394
|
|
|
$
|
1,481,447
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
IAC Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities attributable to continuing operations
|
$
|
(109,745
|
)
|
|
$
|
326,206
|
|
|
$
|
207,587
|
|
|
$
|
424,048
|
|
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(100,683
|
)
|
|
(158,708
|
)
|
|
(259,391
|
)
|
||||
Capital expenditures
|
(1,843
|
)
|
|
(27,755
|
)
|
|
(27,635
|
)
|
|
(57,233
|
)
|
||||
Proceeds from maturities and sales of marketable debt securities
|
21,644
|
|
|
—
|
|
|
—
|
|
|
21,644
|
|
||||
Purchases of marketable debt securities
|
(175,826
|
)
|
|
—
|
|
|
—
|
|
|
(175,826
|
)
|
||||
Proceeds from sales of long-term investments and a business
|
—
|
|
|
—
|
|
|
58,388
|
|
|
58,388
|
|
||||
Purchases of long-term investments
|
(4,800
|
)
|
|
(2,087
|
)
|
|
(17,447
|
)
|
|
(24,334
|
)
|
||||
Other, net
|
(2,000
|
)
|
|
11
|
|
|
(1,053
|
)
|
|
(3,042
|
)
|
||||
Net cash used in investing activities attributable to continuing operations
|
(162,825
|
)
|
|
(130,514
|
)
|
|
(146,455
|
)
|
|
(439,794
|
)
|
||||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Debt issuance costs
|
(383
|
)
|
|
—
|
|
|
—
|
|
|
(383
|
)
|
||||
Dividends
|
(97,338
|
)
|
|
—
|
|
|
—
|
|
|
(97,338
|
)
|
||||
Issuance of common stock, net of withholding taxes
|
1,609
|
|
|
—
|
|
|
—
|
|
|
1,609
|
|
||||
Excess tax benefits from stock-based awards
|
29,186
|
|
|
—
|
|
|
15,771
|
|
|
44,957
|
|
||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(33,165
|
)
|
|
(33,165
|
)
|
||||
Acquisition-related contingent consideration payment
|
—
|
|
|
(736
|
)
|
|
(7,373
|
)
|
|
(8,109
|
)
|
||||
Funds transferred to escrow for Meetic tender offer
|
—
|
|
|
—
|
|
|
12,354
|
|
|
12,354
|
|
||||
Intercompany
|
321,192
|
|
|
(193,672
|
)
|
|
(127,520
|
)
|
|
—
|
|
||||
Other, net
|
—
|
|
|
(1,310
|
)
|
|
405
|
|
|
(905
|
)
|
||||
Net cash provided by (used in) financing activities attributable to continuing operations
|
254,266
|
|
|
(195,718
|
)
|
|
(139,528
|
)
|
|
(80,980
|
)
|
||||
Total cash used in continuing operations
|
(18,304
|
)
|
|
(26
|
)
|
|
(78,396
|
)
|
|
(96,726
|
)
|
||||
Total cash used in discontinued operations
|
(116
|
)
|
|
—
|
|
|
(29
|
)
|
|
(145
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
26
|
|
|
(13,194
|
)
|
|
(13,168
|
)
|
||||
Net decrease in cash and cash equivalents
|
(18,420
|
)
|
|
—
|
|
|
(91,619
|
)
|
|
(110,039
|
)
|
||||
Cash and cash equivalents at beginning of period
|
780,651
|
|
|
—
|
|
|
319,793
|
|
|
1,100,444
|
|
||||
Cash and cash equivalents at end of period
|
$
|
762,231
|
|
|
$
|
—
|
|
|
$
|
228,174
|
|
|
$
|
990,405
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
IAC Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities attributable to continuing operations
|
$
|
(84,317
|
)
|
|
$
|
336,453
|
|
|
$
|
158,825
|
|
|
$
|
410,961
|
|
Cash flows from investing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(1,356
|
)
|
|
(39,078
|
)
|
|
(40,434
|
)
|
||||
Capital expenditures
|
(1,387
|
)
|
|
(54,377
|
)
|
|
(24,547
|
)
|
|
(80,311
|
)
|
||||
Proceeds from maturities and sales of marketable debt securities
|
12,502
|
|
|
—
|
|
|
—
|
|
|
12,502
|
|
||||
Proceeds from sales of long-term investments and assets
|
7,839
|
|
|
—
|
|
|
75,252
|
|
|
83,091
|
|
||||
Purchases of long-term investments
|
(17,814
|
)
|
|
—
|
|
|
(33,266
|
)
|
|
(51,080
|
)
|
||||
Other, net
|
—
|
|
|
220
|
|
|
(3,749
|
)
|
|
(3,529
|
)
|
||||
Net cash provided by (used in) investing activities attributable to continuing operations
|
1,140
|
|
|
(55,513
|
)
|
|
(25,388
|
)
|
|
(79,761
|
)
|
||||
Cash flows from financing activities attributable to continuing operations:
|
|
|
|
|
|
|
|
||||||||
Debt issuance costs
|
(7,399
|
)
|
|
—
|
|
|
—
|
|
|
(7,399
|
)
|
||||
Proceeds from issuance of long-term debt
|
500,000
|
|
|
—
|
|
|
—
|
|
|
500,000
|
|
||||
Principal payments on long-term debt
|
(15,844
|
)
|
|
—
|
|
|
—
|
|
|
(15,844
|
)
|
||||
Purchase of treasury stock
|
(264,214
|
)
|
|
—
|
|
|
—
|
|
|
(264,214
|
)
|
||||
Dividends
|
(79,189
|
)
|
|
—
|
|
|
—
|
|
|
(79,189
|
)
|
||||
Issuance of common stock, net of withholding taxes
|
(5,077
|
)
|
|
—
|
|
|
—
|
|
|
(5,077
|
)
|
||||
Excess tax benefits from stock-based awards
|
21,317
|
|
|
—
|
|
|
11,574
|
|
|
32,891
|
|
||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(67,947
|
)
|
|
(67,947
|
)
|
||||
Acquisition-related contingent consideration payments
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
(256
|
)
|
||||
Funds transferred to escrow for Meetic tender offer
|
—
|
|
|
—
|
|
|
(71,512
|
)
|
|
(71,512
|
)
|
||||
Intercompany
|
216,730
|
|
|
(279,779
|
)
|
|
63,049
|
|
|
—
|
|
||||
Other, net
|
—
|
|
|
(917
|
)
|
|
(2,870
|
)
|
|
(3,787
|
)
|
||||
Net cash provided by (used in) financing activities attributable to continuing operations
|
366,324
|
|
|
(280,952
|
)
|
|
(67,706
|
)
|
|
17,666
|
|
||||
Total cash provided by (used in) continuing operations
|
283,147
|
|
|
(12
|
)
|
|
65,731
|
|
|
348,866
|
|
||||
Total cash used in discontinued operations
|
(1,828
|
)
|
|
—
|
|
|
(49
|
)
|
|
(1,877
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
12
|
|
|
3,466
|
|
|
3,478
|
|
||||
Net increase in cash and cash equivalents
|
281,319
|
|
|
—
|
|
|
69,148
|
|
|
350,467
|
|
||||
Cash and cash equivalents at beginning of period
|
499,332
|
|
|
—
|
|
|
250,645
|
|
|
749,977
|
|
||||
Cash and cash equivalents at end of period
|
$
|
780,651
|
|
|
$
|
—
|
|
|
$
|
319,793
|
|
|
$
|
1,100,444
|
|
|
Quarter Ended
March 31
(a)
|
|
Quarter Ended
June 30
(a)
|
|
Quarter Ended
September 30
(a)
|
|
Quarter Ended
December 31
(b)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
772,512
|
|
|
$
|
771,132
|
|
|
$
|
838,561
|
|
|
$
|
848,728
|
|
Cost of revenue
|
186,737
|
|
|
177,963
|
|
|
199,377
|
|
|
214,084
|
|
||||
Operating income (expense)
|
35,119
|
|
|
62,769
|
|
|
87,130
|
|
|
(5,430
|
)
|
||||
Earnings (loss) from continuing operations
|
21,863
|
|
|
57,885
|
|
|
65,026
|
|
|
(31,417
|
)
|
||||
Earnings (loss) from discontinued operations, net of tax
|
125
|
|
|
(153
|
)
|
|
17
|
|
|
28
|
|
||||
Net earnings (loss)
|
21,988
|
|
|
57,732
|
|
|
65,043
|
|
|
(31,389
|
)
|
||||
Net earnings (loss) attributable to IAC shareholders
|
26,405
|
|
|
59,305
|
|
|
65,611
|
|
|
(31,849
|
)
|
||||
Per share information attributable to IAC shareholders:
|
|||||||||||||||
Basic earnings (loss) per share from continuing operations
(e)
|
$
|
0.31
|
|
|
$
|
0.72
|
|
|
$
|
0.79
|
|
|
$
|
(0.38
|
)
|
Diluted earnings (loss) per share from continuing operations
(e)
|
$
|
0.30
|
|
|
$
|
0.68
|
|
|
$
|
0.74
|
|
|
$
|
(0.38
|
)
|
Basic earnings (loss) per share
(e)
|
$
|
0.32
|
|
|
$
|
0.72
|
|
|
$
|
0.79
|
|
|
$
|
(0.38
|
)
|
Diluted earnings (loss) per share
(e)
|
$
|
0.30
|
|
|
$
|
0.68
|
|
|
$
|
0.74
|
|
|
$
|
(0.38
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
March 31
(a)
|
|
Quarter Ended
June 30
(a)(c)
|
|
Quarter Ended
September 30
(a)(d)
|
|
Quarter Ended
December 31
(a)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
740,247
|
|
|
$
|
756,315
|
|
|
$
|
782,231
|
|
|
$
|
830,754
|
|
Cost of revenue
|
202,745
|
|
|
205,295
|
|
|
218,452
|
|
|
233,712
|
|
||||
Operating income
|
71,712
|
|
|
95,690
|
|
|
100,953
|
|
|
110,372
|
|
||||
Earnings (loss) from continuing operations
|
34,305
|
|
|
(17,995
|
)
|
|
150,261
|
|
|
67,986
|
|
||||
(Loss) earnings from discontinued operations, net of tax
|
(814
|
)
|
|
(868
|
)
|
|
175,730
|
|
|
625
|
|
||||
Net earnings (loss)
|
33,491
|
|
|
(18,863
|
)
|
|
325,991
|
|
|
68,611
|
|
||||
Net earnings (loss) attributable to IAC shareholders
|
35,885
|
|
|
(17,996
|
)
|
|
326,812
|
|
|
70,172
|
|
||||
Per share information attributable to IAC shareholders:
|
|||||||||||||||
Basic earnings (loss) per share from continuing operations
(e)
|
$
|
0.44
|
|
|
$
|
(0.21
|
)
|
|
$
|
1.81
|
|
|
$
|
0.83
|
|
Diluted earnings (loss) per share from continuing operations
(e)
|
$
|
0.42
|
|
|
$
|
(0.21
|
)
|
|
$
|
1.70
|
|
|
$
|
0.78
|
|
Basic earnings (loss) per share
(e)
|
$
|
0.44
|
|
|
$
|
(0.22
|
)
|
|
$
|
3.91
|
|
|
$
|
0.84
|
|
Diluted earnings (loss) per share
(e)
|
$
|
0.41
|
|
|
$
|
(0.22
|
)
|
|
$
|
3.68
|
|
|
$
|
0.78
|
|
(a)
|
During the fourth quarter of 2015, certain expenses were reclassified between cost of revenue and selling and marketing expense. Accordingly, cost of revenue presented above for periods prior to the fourth quarter of 2015 differs from the amounts reflected in the Company’s quarterly reports on Form 10-Q for the first, second and third quarters of 2015 and 2014 and for the fourth quarter of 2014 reflected in the Company's annual report on Form 10-K.
|
(b)
|
The fourth quarter of 2015 includes after-tax impairment charges related to indefinite-lived intangible assets and goodwill of
$55.3 million
and
$14.1 million
, respectively.
|
(c)
|
The second quarter of 2014 includes an after-tax other-than-temporary impairment charge of
$63.6 million
related to the write-down of certain cost method investments to fair value.
|
(d)
|
(Loss) earnings from discontinued operations, net of tax, in the third quarter of 2014 includes the release of tax reserves as a result of the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009.
|
(e)
|
Quarterly per share amounts may not add to the related annual per share amount because of differences in the average common shares outstanding during each period.
|
|
|
|
|
/s/ ERNST & YOUNG LLP
|
|
|
|
Schedule
Number
|
|
|
II
|
|
Valuation and Qualifying Accounts.
|
Exhibit
No.
|
|
Description
|
|
Location
|
|
2.1
|
|
|
Stock Purchase Agreement, dated as of July 13, 2015, by and among Match.com Inc., Plentyoffish Media Inc., Markus Frind, Markus Frind Family Trust No. 2, and Frind Enterprises Ltd.
|
|
Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed on July 17, 2015.
|
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 (amended and restated as of December 1, 2010).
|
|
Exhibit 3.1(II) to the Registrant's Current Report on Form 8-K, filed on December 6, 2010.
|
4.1
|
|
|
Indenture for 4.75% Senior Notes due 2022, dated as of December 21, 2012, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
|
4.2
|
|
|
Supplemental Indenture for 4.75% Senior Notes due 2022, dated as of May 30, 2013, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.4 to the Registrant's Registration Statement on Form S-4, as amended, filed on June 5, 2013.
|
4.3
|
|
|
Indenture for 4.875% Senior Notes due 2018, dated as of November 15, 2013, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.1 to the Registrant's Registration Statement on Form S-4, filed on December 13, 2013.
|
4.4
|
|
|
Supplemental Indenture for 4.75% Senior Notes due 2022, dated as of March 12, 2014, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014.
|
4.5
|
|
|
Supplemental Indenture for 4.875% Senior Notes due 2018, dated as of March 12, 2014, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014.
|
4.6
|
|
|
Supplemental Indenture for 4.75% Senior Notes due 2022, dated as of May 1, 2014, among IAC/InterActiveCorp, the Guarantor named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014.
|
4.7
|
|
|
Supplemental Indenture for 4.875% Senior Notes due 2018, dated as of May 1, 2014, among IAC/InterActiveCorp, the Guarantor named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014.
|
4.8
|
|
|
Supplemental Indenture for 4.75% Senior Notes due 2022, dated as of May 15, 2014, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.3 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014.
|
4.9
|
|
|
Supplemental Indenture for 4.875% Senior Notes due 2018, dated as of May 15, 2014, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014.
|
4.10
|
|
|
Supplemental Indenture for 4.75% Senior Notes due 2022, dated as of October 30, 2015, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed on November 20, 2015.
|
4.11
|
|
|
Indenture, dated November 16, 2015, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed on November 20, 2015.
|
4.12
|
|
|
Registration Rights Agreement, dated November 16, 2015, among Match Group, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other Dealer Managers party thereto.
|
|
Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed on November 20, 2015.
|
10.1
|
|
|
Amended and Restated Governance Agreement, dated as of August 9, 2005, among the Registrant, Liberty Media Corporation and Barry Diller.
|
|
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005.
|
10.2
|
|
|
Letter Agreement, dated as of December 1, 2010, by and among the Registrant, Liberty Media Corporation, Liberty USA Holdings, LLC and Barry Diller.
|
|
Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2010.
|
10.3
|
|
|
Letter Agreement, dated as of December 1, 2010, by and between the Registrant and Barry Diller.
|
|
Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on December 6, 2010.
|
10.4
|
|
|
IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)
|
|
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013.
|
10.5
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)
|
|
Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
|
10.6
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)
|
|
Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2013.
|
10.7
|
|
|
IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1)
|
|
Annex F to the Registrant's Definitive Proxy Statement, filed on July 10, 2008.
|
10.8
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1)
|
|
Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
|
10.9
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1)
|
|
Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
|
10.10
|
|
|
IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(1)
|
|
Exhibit 10.8 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
|
10.11
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(1)
|
|
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008.
|
10.12
|
|
|
Summary of Non-Employee Director Compensation Arrangements.(1)
|
|
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009.
|
10.13
|
|
|
2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors.(1)
|
|
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011.
|
10.14
|
|
|
Second Amended and Restated Employment Agreement between Victor A. Kaufman and the Registrant, dated as of March 15, 2012.(1)
|
|
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012.
|
10.15
|
|
|
Employment Agreement between Gregg Winiarski and the Registrant, dated as of February 26, 2010.(1)
|
|
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010.
|
10.16
|
|
|
Google Services Agreement, dated as of January 1, 2008, between the Registrant and Google Inc.
|
|
Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
|
10.17
|
|
|
Amendment No. 4 to Google Services Agreement, dated as of April 1, 2011, between the Registrant and Google Inc.
|
|
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011.
|
10.18
|
|
|
Google Services Agreement, dated as of October 26, 2015, between the Registrant and Google Inc.(2)(3)
|
|
|
10.19
|
|
|
Amended and Restated Credit Agreement, dated as of October 7, 2015, among IAC/InterActiveCorp, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto. (2)(4)
|
|
|
10.20
|
|
|
Master Transaction Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on November 24, 2015.
|
10.21
|
|
|
Employee Matters Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on November 24, 2015.
|
10.22
|
|
|
Investor Rights Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed on November 24, 2015.
|
10.23
|
|
|
Tax Sharing Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed on November 24, 2015.
|
10.24
|
|
|
Services Agreement, dated as of November 24, 2015, by and between Match Group, Inc. and IAC/InterActiveCorp.
|
|
Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed on November 24, 2015.
|
10.25
|
|
|
Incremental Assumption Agreement and Amendment No. 1, dated as of November 16, 2015, among Match Group, Inc. and certain subsidiaries thereof, JPMorgan Chase Bank, N.A., as Term B-1 Lender, JPMorgan Chase Bank, N.A., as Administrative Agent and Lender, and the other Lenders party thereto.
|
|
Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on November 20, 2015.
|
10.26
|
|
|
Amended and Restated Credit Agreement, dated as of November 16, 2015, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed on November 20, 2015.
|
21.1
|
|
|
Subsidiaries of the Registrant as of December 31, 2015.(2)
|
|
|
23.1
|
|
|
Consent of Ernst & Young LLP.(2)
|
|
|
31.1
|
|
|
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
|
|
|
31.2
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
|
|
|
31.3
|
|
|
Certification of the Acting Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
|
|
|
32.1
|
|
|
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 of 2002.(5)
|
|
|
32.2
|
|
|
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 of 2002.(5)
|
|
|
32.3
|
|
|
Certification of the Acting Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(5)
|
|
|
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)
|
Reflects management contracts and management and director compensatory plans.
|
(2)
|
Filed herewith.
|
(3)
|
Certain portions of this document have been omitted pursuant to a confidential treatment request.
|
(4)
|
Certain schedules and similar attachments have been omitted and the Registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
|
(5)
|
Furnished herewith.
|
February 29, 2016
|
|
IAC/INTERACTIVECORP
|
||
|
|
By:
|
|
/s/ GREGG WINIARSKI
|
|
|
|
|
Gregg Winiarski
|
|
|
|
|
Executive Vice President, General Counsel & Secretary (Acting Principal Financial Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ BARRY DILLER
|
|
Chairman of the Board, Senior Executive and Director
|
Barry Diller
|
|
|
|
|
|
/s/ JOSEPH LEVIN
|
|
Chief Executive Officer and Director
|
Joseph Levin
|
|
|
|
|
|
/s/ VICTOR A. KAUFMAN
|
|
Vice Chairman and Director
|
Victor A. Kaufman
|
|
|
/s/ GREGG WINIARSKI
|
|
Executive Vice President, General Counsel & Secretary (Acting Principal Financial Officer)
|
Gregg Winiarski
|
|
|
|
|
|
/s/ MICHAEL H. SCHWERDTMAN
|
|
Senior Vice President and Controller (Chief Accounting Officer)
|
Michael H. Schwerdtman
|
|
|
|
|
|
/s/ EDGAR BRONFMAN, JR.
|
|
Director
|
Edgar Bronfman, Jr.
|
|
|
|
|
|
/s/ CHELSEA CLINTON
|
|
Director
|
Chelsea Clinton
|
|
|
|
|
|
/s/ MICHAEL D. EISNER
|
|
Director
|
Michael D. Eisner
|
|
|
|
|
|
/s/ BONNIE HAMMER
|
|
Director
|
Bonnie Hammer
|
|
|
|
|
|
|
|
|
/s/ BRYAN LOURD
|
|
Director
|
Bryan Lourd
|
|
|
|
|
|
/s/ DAVID S. ROSENBLATT
|
|
Director
|
David S. Rosenblatt
|
|
|
|
|
|
/s/ ALAN G. SPOON
|
|
Director
|
Alan G. Spoon
|
|
|
|
|
|
/s/ ALEXANDER VON FURSTENBERG
|
|
Director
|
Alexander von Furstenberg
|
|
|
|
|
|
/s/ RICHARD F. ZANNINO
|
|
Director
|
Richard F. Zannino
|
|
|
Description
|
Balance at
Beginning
of Period
|
|
Charges to
Earnings
|
|
Charges to
Other Accounts
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
12,437
|
|
|
$
|
17,912
|
|
(1)
|
$
|
(536
|
)
|
|
$
|
(13,285
|
)
|
(4)
|
$
|
16,528
|
|
Sales returns accrual
|
1,119
|
|
|
17,569
|
|
|
—
|
|
|
(17,860
|
)
|
|
828
|
|
|||||
Deferred tax valuation allowance
|
98,350
|
|
|
(6,072
|
)
|
(2)
|
(1,796
|
)
|
(3)
|
—
|
|
|
90,482
|
|
|||||
Other reserves
|
2,204
|
|
|
|
|
|
|
|
|
2,801
|
|
||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
8,540
|
|
|
$
|
15,226
|
|
(1)
|
$
|
(116
|
)
|
|
$
|
(11,213
|
)
|
(4)
|
$
|
12,437
|
|
Sales returns accrual
|
1,208
|
|
|
19,743
|
|
|
—
|
|
|
(19,832
|
)
|
|
1,119
|
|
|||||
Deferred tax valuation allowance
|
62,353
|
|
|
35,119
|
|
(5)
|
878
|
|
(6)
|
—
|
|
|
98,350
|
|
|||||
Other reserves
|
2,518
|
|
|
|
|
|
|
|
|
2,204
|
|
||||||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
8,775
|
|
|
$
|
12,275
|
|
(1)
|
$
|
564
|
|
|
$
|
(13,074
|
)
|
(4)
|
$
|
8,540
|
|
Magazine publishing allowance for newsstand returns
|
2,313
|
|
|
164
|
|
(7)
|
45
|
|
|
(2,522
|
)
|
(8)
|
—
|
|
|||||
Sales returns accrual
|
1,244
|
|
|
19,176
|
|
|
—
|
|
|
(19,212
|
)
|
|
1,208
|
|
|||||
Deferred tax valuation allowance
|
60,783
|
|
|
8,864
|
|
(9)
|
(7,294
|
)
|
(10)
|
—
|
|
|
62,353
|
|
|||||
Other reserves
|
1,925
|
|
|
|
|
|
|
|
|
2,518
|
|
(1)
|
Additions to the allowance for doubtful accounts are charged to expense. Additions to the revenue reserves are charged against revenue.
|
(2)
|
Amount is primarily related to the release of a valuation allowance on the other-than-temporary impairment charges for certain cost method investments, partially offset by an increase in federal, foreign and state net operating and capital losses.
|
(3)
|
Amount is primarily related to a net reduction in unbenefited unrealized losses on available-for-sale marketable equity securities included in accumulated other comprehensive income and currency translation adjustments on foreign net operating losses.
|
(4)
|
Write-off of fully reserved accounts receivable.
|
(5)
|
Amount is primarily related to other-than-temporary impairment charges for certain cost method investments and an increase in federal net operating losses, foreign tax credits, and state tax credits.
|
(6)
|
Amount is primarily related to unbenefited unrealized losses on long-term marketable equity securities included in accumulated other comprehensive income, partially offset by currency translation adjustments on foreign net operating losses.
|
(7)
|
Additions to the magazine publishing allowance for newsstand returns are related to magazine publishing at Newsweek and were charged against revenue. The Newsweek print business was transitioned to a digital only publication in December 2012 and was subsequently sold in August 2013.
|
(8)
|
Amount represents returns of magazines at Newsweek. The Newsweek print business was transitioned to a digital only publication in December 2012 and was subsequently sold in August 2013.
|
(9)
|
Amount is primarily related to foreign and federal net operating losses, partially offset by a decrease in deferred tax assets for investments in subsidiaries and available-for-sale securities.
|
(10)
|
Amount is primary related to the release of a valuation allowance on unrealized gains on long-term marketable equity securities included in accumulated other comprehensive income.
|
COMPANY INFORMATION
|
COMPANY:
IAC/InterActiveCorp, on behalf of itself and all of its Affiliates whose Sites are included in this Agreement
|
|||
|
Business Contact:
|
Legal Contact:
|
Technical Contact:
|
Name:
|
Mark Stein
|
Gregg Winiarski
|
As Provided by Company for each Company Site Affiliate
|
Title:
|
SVP & Chief Strategy Officer
|
EVP & General Counsel
|
|
Address, City, State,
Postal Code: |
555 W. 18
th
Street
New York, NY 10011
|
555 W. 18
th
Street
New York, NY 10011
|
|
Phone:
|
212 314-7288
|
212 314-7376
|
|
Email:
|
Mark.Stein@iac.com
|
Gregg.Winiarski@iac.com
|
|
|
TERM
|
TERM:
Starting on April 1, 2016 (“
Effective Date
”) and continuing through
March 31, 2020 (inclusive)
|
[***]
|
[***]
|
[***]
|
[***]
|
[***]
|
IMAGE SEARCH SERVICE (“IS”)
|
Search Fees
|
Sites approved for IS:
See Exhibit A
|
[***]
|
ADVERTISING SERVICES
|
ADSENSE FOR SEARCH (“AFS”)
|
AFS Revenue Share Percentage
|
Sites approved for AFS:
See Exhibit A
Approved Client Applications for AFS:
See Exhibit A
|
See Exhibit B
|
ADSENSE FOR CONTENT (“AFC”)
|
AFC Revenue Share Percentage
|
Sites approved for AFC:
See Exhibit A
|
[***]
|
CURRENCY
|
AUD JPY
CAD KRW
EUR USD
GBP Other
|
2.
|
Launch, Implementation and Maintenance of Services.
|
7.
|
Filters
.
|
9.
|
Third Party Distribution.
|
16.
|
Brand Features.
|
Google Ireland Limited
|
IAC Search & Media Europe Limited
|
By: /s/ AUTHORIZED SIGNATORY
|
By: /s/ AUTHORIZED SIGNATORY
|
Print Name: Authorized Signatory
|
Print Name: Authorized Signatory
|
Title: Authorized Signatory
|
Title: Authorized Signatory
|
Date: October 26, 2015
|
Date: October 26, 2015
|
|
|
SECTION 1.01
|
Defined Terms
1
|
SECTION 1.02
|
Classification of Loans and Borrowings
31
|
SECTION 1.03
|
Terms Generally
31
|
SECTION 1.04
|
Accounting Terms; GAAP
32
|
SECTION 1.05
|
Change of Currency
32
|
SECTION 1.06
|
Currency Equivalents Generally
32
|
SECTION 1.07
|
Effect of this Agreement on the Original Credit Agreement and the Other Existing Loan Documents
33
|
SECTION 2.01
|
Revolving Commitments
33
|
SECTION 2.02
|
Incremental Revolving Commitments
34
|
SECTION 2.03
|
Procedure for Revolving Loan Borrowing
34
|
SECTION 2.04
|
Funding of Borrowings
35
|
SECTION 2.05
|
Interest Elections
35
|
SECTION 2.06
|
Termination and Reduction of Commitments
36
|
SECTION 2.07
|
Repayment of Loans; Evidence of Debt
36
|
SECTION 2.08
|
Prepayments
37
|
SECTION 2.09
|
Fees
37
|
SECTION 2.10
|
Interest
38
|
SECTION 2.11
|
Alternate Rate of Interest
39
|
SECTION 2.12
|
Increased Costs
39
|
SECTION 2.13
|
Break Funding Payments
40
|
SECTION 2.14
|
Taxes
41
|
SECTION 2.15
|
Pro Rata Treatment and Payments
43
|
SECTION 2.16
|
Mitigation Obligations; Replacement of Lenders
44
|
SECTION 2.17
|
Letters of Credit
45
|
SECTION 2.18
|
Defaulting Lenders
49
|
SECTION 3.01
|
Organization; Powers
50
|
SECTION 3.02
|
Authorization; Enforceability
50
|
SECTION 3.03
|
Governmental Approvals; No Conflicts
50
|
SECTION 3.04
|
Financial Position
51
|
SECTION 3.05
|
Properties
51
|
SECTION 3.06
|
Litigation and Environmental Matters
51
|
SECTION 3.07
|
Compliance with Laws and Agreements
51
|
SECTION 3.08
|
Investment Company Status
51
|
SECTION 3.09
|
Taxes
51
|
SECTION 3.10
|
ERISA
52
|
SECTION 3.11
|
Disclosure
52
|
SECTION 3.12
|
Pledge Agreement
52
|
SECTION 3.13
|
No Change
52
|
SECTION 3.14
|
Subsidiaries
52
|
SECTION 3.15
|
Solvency
52
|
SECTION 3.16
|
No Default
52
|
SECTION 3.17
|
Anti-Corruption Laws and Sanctions
53
|
SECTION 4.01
|
Closing Date
53
|
SECTION 4.02
|
Each Credit Event
54
|
SECTION 4.03
|
Amendment Effective Date
55
|
SECTION 5.01
|
Financial Statements; Other Information
56
|
SECTION 5.02
|
Notices of Material Events
58
|
SECTION 5.03
|
Existence; Conduct of Business
58
|
SECTION 5.04
|
Payment of Obligations
58
|
SECTION 5.05
|
Maint
enance of Properties; Insurance
58
|
SECTION 5.06
|
Books and Records; Inspection Rights
59
|
SECTION 5.07
|
Compliance with Laws
59
|
SECTION 5.08
|
Use of Proceeds
59
|
SECTION 5.09
|
Subsidiary Guarantors and Collateral
59
|
SECTION 5.10
|
Collateral Suspension Period
60
|
SECTION 5.11
|
Further Assurances
61
|
SECTION 6.01
|
Indebtedness
61
|
SECTION 6.02
|
Liens
64
|
SECTION 6.03
|
Fundamental Changes
66
|
SECTION 6.04
|
Disposition of Property
66
|
SECTION 6.05
|
Restricted Payments
67
|
SECTION 6.06
|
Transactions with Affiliates
68
|
SECTION 6.07
|
Changes in Fiscal Periods
69
|
SECTION 6.08
|
Sales and Leasebacks
69
|
SECTION 6.09
|
Clauses Restricting Subsidiary Distributions
69
|
SECTION 6.10
|
Consolidated Leverage Ratio
70
|
SECTION 6.11
|
Investments
70
|
SECTION 7.01
|
Events of Default
72
|
SECTION 8.01
|
Appointment and Authorization
73
|
SECTION 8.02
|
Administrative Agent and Affiliates
73
|
SECTION 8.03
|
Action by Administrative Agent
74
|
SECTION 8.04
|
Consultation with Experts
74
|
SECTION 8.05
|
Delegation of Duties
74
|
SECTION 8.06
|
Successor Administrative Agent
74
|
SECTION 8.07
|
Credit Decision
75
|
SECTION 8.08
|
Lead Arrangers; Syndication Agent; Co-Documentation Agents
75
|
SECTION 8.09
|
Tax Indemnification by the Lenders
75
|
SECTION 9.01
|
Notices
. 75
|
SECTION 9.02
|
Waivers; Amendments
76
|
SECTION 9.03
|
Waivers; Amendments to Other Loan Documents
77
|
SECTION 9.04
|
Expenses; Indemnity; Damage Waiver
78
|
SECTION 9.05
|
Successors and Assigns
79
|
SECTION 9.06
|
Survival
81
|
SECTION 9.07
|
Counterparts; Integration; Effectiveness
82
|
SECTION 9.08
|
Severability
82
|
SECTION 9.09
|
Right of Setoff
82
|
SECTION 9.10
|
Governing Law; Jurisdiction; Consent to Service of Process
82
|
SECTION 9.11
|
WAIVER OF JURY TRIAL
83
|
SECTION 9.12
|
Headings
83
|
SECTION 9.13
|
Confidentiality
83
|
SECTION 9.14
|
Judgment Currency
84
|
SECTION 9.15
|
USA PATRIOT Act
84
|
SECTION 9.16
|
Collateral and Guarantee Matters
84
|
SECTION 9.17
|
No Advisory or Fiduciary Relationship
85
|
Schedule 1.01A
|
-- Commitments
|
Schedule 1.01B
|
-- Unrestricted Subsidiaries on Closing Date
|
Schedule 3.01
|
-- Certain Material Subsidiaries
|
Schedule 3.06
|
-- Disclosed Matters
|
Schedule 3.12
|
-- Filings
|
Schedule 3.14
|
-- Subsidiary Guarantors
|
Schedule 6.01
|
-- Existing Indebtedness
|
Schedule 6.02
|
-- Existing Liens
|
Schedule 6.09
|
-- Existing Restrictions
|
Exhibit A
|
-- Form of Assignment and Assumption
|
Exhibit B
|
-- [Reserved]
|
Exhibit C
|
-- Form of Subsidiary Guarantee
|
Exhibit D
|
-- Form of Pledge Agreement
|
Exhibit E
|
-- Form of Secretary Certificate
|
Exhibit F-1
|
-- Form of New Lender Supplement
|
Exhibit F-2
|
-- Form of Incremental Revolving Commitment Activation Notice
|
Exhibit G-1
|
-- Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
|
Exhibit G-2
|
-- Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
|
Exhibit G-3
|
-- Form U.S. Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
|
Exhibit G-4
|
-- Form U.S. Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
|
Exhibit H
|
-- Form of Perfection Certificate
|
Exhibit I
|
-- Form of Solvency Certificate
|
Exhibit J
|
-- Pari Passu Intercreditor Agreement
|
Consolidated Leverage Ratio
|
Commitment Fee Rate
|
Applicable Rate for
Eurocurrency Loans |
Applicable Rate for
ABR Loans |
>3.00:1.00
|
0.40%
|
2.25%
|
1.25%
|
<
3.00:1.00 but >2.25:1.00
|
0.35%
|
2.00%
|
1.00%
|
<
2.25:1.00 but >1.75:1.00
|
0.30%
|
1.75%
|
0.75%
|
<
1.75:1.00 but >0.75:1.00
|
0.25%
|
1.50%
|
0.50%
|
<
0.75:1.00
|
0.20%
|
1.25%
|
0.25%
|
Borrower:
|
IAC/InterActive Corp
555 West 18th Street New York, NY 10011 Chief Financial Officer Telephone: (212) 314-7227 Fax: (212) 632-9529 |
With a copy to:
|
IAC/InterActive Corp
555 West 18th Street New York, NY 10011 General Counsel Telephone: (212) 314-7376 Fax: (212) 632-9551 |
Administrative Agent:
|
JPMorgan Chase Bank, N.A.
500 Stanton Christiana Road Ops Building 2, 3rd Floor Newark, DE 19713-2107 Jessie Qian Jiang Telephone: (302) 634-2426 Fax: (302) 634-1417 |
With a copy to:
|
JPMorgan Chase Bank, N.A.
383 Madison Avenue New York, New York 10179 Attention: Donatus Anusionwu Telephone: (212) 622-0531 Fax: (917) 270-5127 |
Entity
|
|
Jurisdiction of Formation
|
|
|
|
|
|
1040779 B.C. Ltd.
|
|
British Columbia
|
|
8831-8833 Sunset, LLC
|
|
Delaware
|
|
About Information Technology (Beijing) Co., Ltd.
|
|
People’s Republic of China
|
|
About International
|
|
Cayman Islands
|
|
About, Inc.
|
|
Delaware
|
|
Amsel, LLC
|
|
Delaware
|
|
Apalon Apps LLC
|
|
Republic of Belarus
|
|
APN, LLC
|
|
Delaware
|
|
Aqua Acquisition Holdings LLC
|
|
Delaware
|
|
Ask Applications, Inc.
|
|
Delaware
|
|
Ask.fm Europe
|
|
Ireland
|
|
Big Breakfast, LLC
|
|
Delaware
|
|
Buzz Technologies, Inc.
|
|
Washington
|
|
Cameo Acquisition, LLC
|
|
Delaware
|
|
CH Pacific, LLC
|
|
Delaware
|
|
CityGrid Media, LLC
|
|
Delaware
|
|
CollegeHumor Press LLC
|
|
Maryland
|
|
Comedy News Ventures, Inc.
|
|
Delaware
|
|
Connect, LLC
|
|
Delaware
|
|
Connected Ventures, LLC
|
|
Delaware
|
|
ConsumerSearch, Inc.
|
|
Delaware
|
|
CraftJack Inc.
|
|
Illinois
|
|
CV Acquisition Corp.
|
|
Delaware
|
|
Daily Burn, Inc.
|
|
Delaware
|
|
DatingDirect.com Limited
|
|
United Kingdom
|
|
Delightful.com, LLC
|
|
Delaware
|
|
Diamant Production Services, LLC
|
|
Delaware
|
|
Diamond Dogs, LLC
|
|
Delaware
|
|
Dictionary.com, LLC
|
|
California
|
|
ECS Sports Fulfillment LLC
|
|
Delaware
|
|
Electus Productions, LLC
|
|
California
|
|
Electus, LLC
|
|
Delaware
|
|
ES1 Productions, LLC
|
|
Delaware
|
|
ES2 Productions, LLC
|
|
Delaware
|
|
Eureka SG Pte. Ltd.
|
|
Singapore
|
|
Eureka Taiwan
|
|
Taiwan
|
|
Eureka, Inc.
|
|
Japan
|
|
Failure to Appear Productions, LLC
|
|
Delaware
|
|
Falcon Holdings II, LLC
|
|
Delaware
|
|
Felix Calls, LLC
|
|
Delaware
|
|
Five Star Matchmaking Information Technology (Beijing) Co., Ltd.
|
|
People’s Republic of China
|
|
FriendScout24 GmbH
|
|
Germany
|
|
GetAFive, Inc.
|
|
Delaware
|
|
Good Hang, LLC
|
|
Delaware
|
|
Hatch Labs, Inc.
|
|
Delaware
|
|
High Line Venture Partners Follow On Fund GP, LLC
|
|
Delaware
|
|
High Line Venture Partners Follow On Fund, L.P.
|
|
Delaware
|
|
High Line Venture Partners GP II, LLC
|
|
Delaware
|
|
High Line Venture Partners GP III, LLC
|
|
Delaware
|
|
High Line Venture Partners GP, LLC
|
|
Delaware
|
|
High Line Venture Partners II, L.P.
|
|
Delaware
|
|
High Line Venture Partners III, L.P.
|
|
Delaware
|
|
High Line Venture Partners, L.P.
|
|
Delaware
|
|
Higher Edge Marketing Services, Inc.
|
|
California
|
|
Home Industry Leadership Board
|
|
Colorado
|
|
HomeAdvisor B.V.
|
|
Netherlands
|
|
HomeAdvisor, Inc.
|
|
Delaware
|
|
HowAboutWe, LLC
|
|
Delaware
|
|
HSN Capital LLC
|
|
Delaware
|
|
HSN Home Shopping Network GmbH
|
|
Germany
|
|
HSN, LLC
|
|
Delaware
|
|
HTRF Ventures, LLC
|
|
Delaware
|
|
Humor Rainbow, Inc. d/b/a OKCupid
|
|
New York
|
|
IAC 19
th
St. Holdings, LLC
|
|
Delaware
|
|
IAC Falcon Holdings, LLC
|
|
Delaware
|
|
IAC Family Foundation, Inc.
|
|
Delaware
|
|
IAC Search & Media (Canada) Inc.
|
|
Canada
|
|
IAC Search & Media B.V.
|
|
Netherlands
|
|
IAC Search & Media Brands Computer Technology Co., Ltd.
|
|
People’s Republic of China
|
|
IAC Search & Media Brands, Inc.
|
|
California
|
|
IAC Search & Media Deutschland GmbH
|
|
Germany
|
|
IAC Search & Media Europe Limited
|
|
Ireland
|
|
IAC Search & Media Finance Co.
|
|
Cayman Islands
|
|
IAC Search & Media Hong Kong, Limited
|
|
Hong Kong
|
|
IAC Search & Media International, Inc.
|
|
Delaware
|
|
IAC Search & Media Massachusetts, Inc.
|
|
Massachusetts
|
|
IAC Search & Media Technologies Limited
|
|
Ireland
|
|
IAC Search & Media UK Limited
|
|
United Kingdom
|
|
IAC Search & Media Washington, LLC
|
|
Washington
|
|
IAC Search & Media, Inc.
|
|
Delaware
|
|
IAC Search Europe B.V.
|
|
Netherlands
|
|
IAC Search, LLC
|
|
Delaware
|
|
IAC Shopping International, Inc.
|
|
Delaware
|
|
IAC/Expedia Global, LLC
|
|
Delaware
|
|
IACF Developments LLC
|
|
Delaware
|
|
ImproveNet, Inc.
|
|
Delaware
|
|
INKD LLC
|
|
Delaware
|
|
Insider Pages, Inc.
|
|
Delaware
|
|
InstantAction, LLC
|
|
Delaware
|
|
InterActiveCorp Films, Inc.
|
|
Delaware
|
|
InterActiveCorp Films, LLC
|
|
Delaware
|
|
InterCaptiveCorp, Ltd.
|
|
Bermuda
|
|
Internet Shopping Network LLC
|
|
Delaware
|
|
Investopedia Canada, Inc.
|
|
Canada
|
|
Investopedia LLC
|
|
Delaware
|
|
iWon Points LLC
|
|
New York
|
|
La Centrale des Marchés Privés S.à r.l.
|
|
France
|
|
Life123, Inc.
|
|
Delaware
|
|
Lucky Morning Productions, LLC
|
|
Delaware
|
|
M8 Singlesnet LLC
|
|
Delaware
|
|
Maker Shack, LLC
|
|
California
|
|
Mash Dating, LLC
|
|
Delaware
|
|
Massive Media Europe NV
|
|
Belgium
|
|
Massive Media Limited
|
|
United Kingdom
|
|
Massive Media Match NV
|
|
Belgium
|
|
Match Financing, LLC
|
|
Delaware
|
|
Match Group, Inc.
|
|
Delaware
|
|
Match Group, LLC
|
|
Delaware
|
|
Match Internet Financial Services Designated Activity Company
|
|
Ireland
|
|
Match ProfilePro, LLC
|
|
Delaware
|
|
Match.com Canada Ltd.
|
|
Canada
|
|
Match.com Europe Limited
|
|
United Kingdom
|
|
Match.com Events LLC
|
|
Delaware
|
|
Match.com Foreign Holdings II Limited
|
|
England and Wales
|
|
Match.com Foreign Holdings III Limited
|
|
England and Wales
|
|
Match.com Foreign Holdings Limited
|
|
France
|
|
Match.com Global Investments SARL
|
|
Luxembourg
|
|
Match.com Global Services Limited
|
|
United Kingdom
|
|
Match.com HK Limited
|
|
Hong Kong
|
|
Match.com International Holdings, Inc.
|
|
Delaware
|
|
Match.com International II Limited
|
|
England and Wales
|
|
Match.com International Limited
|
|
United Kingdom
|
|
Match.com Investments, Inc.
|
|
Cayman Island
|
|
Match.com Japan KK
|
|
Japan
|
|
Match.com Japan Networks GK
|
|
Japan
|
|
Match.com LatAm Limited
|
|
United Kingdom
|
|
Match.com Luxembourg SARL
|
|
Luxembourg
|
|
Match.com Nordic AB
|
|
Sweden
|
|
Match.com Offshore Holdings, Ltd
|
|
Mauritius
|
|
Match.com Pegasus Limited
|
|
United Kingdom
|
|
Match.com, L.L.C.
|
|
Delaware
|
|
Matchcom Mexico, S. de R.L., de C.V.
|
|
Mexico
|
|
Meetic Espana, SLU
|
|
Spain
|
|
Meetic Italia SRL
|
|
Italy
|
|
Meetic Netherlands BV
|
|
Netherlands
|
|
Meetic SAS
|
|
France
|
|
Mhelpdesk, Inc.
|
|
Delaware
|
|
Mile High Insights, LLC
|
|
Delaware
|
|
Mindspark Interactive Network, Inc.
|
|
Delaware
|
|
MM LatAm, LLC
|
|
Delaware
|
|
Mojo Acquisition Corp.
|
|
Delaware
|
|
Mojo Finance Co.
|
|
Cayman Islands
|
|
Neu.de GmbH
|
|
Germany
|
|
Newsweek Philippines Inc.
|
|
Philippines
|
|
Nexus Limited
|
|
United Kingdom
|
|
Nice Little Day, LLC
|
|
Delaware
|
|
Notional, LLC
|
|
Delaware
|
|
NRelate LLC
|
|
Delaware
|
|
Parperfeito Comunicacao SA
|
|
Brazil
|
|
People Media, Inc.
|
|
Delaware
|
|
People Media, LLC
|
|
Arizona
|
|
Plentyoffish Media, Ltd.
|
|
British Columbia
|
|
Pricerunner Denmark ApS
|
|
Denmark
|
|
Pricerunner International AB
|
|
Sweden
|
|
Pricerunner SAS
|
|
France
|
|
Pricerunner Sweden AB
|
|
Sweden
|
|
Pricerunner, Ltd.
|
|
United Kingdom
|
|
Prize Matters, LLC
|
|
Delaware
|
|
Pronto, LLC
|
|
Delaware
|
|
Rebel Entertainment, Inc.
|
|
Delaware
|
|
Rio Bravo Productions, LLC
|
|
Delaware
|
|
Riviere Productions
|
|
California
|
|
Search Floor, Inc.
|
|
California
|
|
ServiceMagic Canada Inc.
|
|
Canada
|
|
ServiceMagic Europe S.à r.l.
|
|
Luxembourg
|
|
ServiceMagic GmbH
|
|
Germany
|
|
ServiceMagic International S.à r.l.
|
|
Luxembourg
|
|
ServiceMagic IP Ireland Limited
|
|
Ireland
|
|
ServiceMagic Limited
|
|
United Kingdom
|
|
Shanghai Huike Network Technology Co., Ltd.
|
|
People’s Republic of China
|
|
Shoebuy.com, Inc.
|
|
Delaware
|
|
Shoptouch, Inc.
|
|
Delaware
|
|
SIA “Ask.fm”
|
|
Latvia
|
|
Slimware Utilities Holdings, Inc.
|
|
Delaware
|
|
Soulmates Technology Pty Ltd.
|
|
New South Wales Australia
|
|
SpeedDate.com, LLC
|
|
Delaware
|
|
Stage Four, LLC
|
|
Delaware
|
|
Starnet Interactive Ltd.
|
|
Israel
|
|
Starnet Interactive, Inc.
|
|
Delaware
|
|
Styleclick Chicago, Inc.
|
|
Delaware
|
|
Styleclick, Inc.
|
|
Delaware
|
|
Styleclick.com Enterprises Inc.
|
|
California
|
|
Targeted Media Solutions LLC
|
|
Delaware
|
|
TDB Holdings, Inc.
|
|
Delaware
|
|
The Daily Beast Company LLC
|
|
Delaware
|
|
The IAC Foundation, Inc.
|
|
Delaware
|
|
Tinder France
|
|
France
|
|
Tinder, Inc.
|
|
Delaware
|
|
TMC Realty, L.L.C.
|
|
Delaware
|
|
TPR Education Canada, ULC
|
|
Nova Scotia
|
|
TPR Education Holdings, Inc.
|
|
Delaware
|
|
TPR Education IP Holdings, LLC
|
|
Delaware
|
|
TPR Education Offshore Holdings LLC
|
|
Delaware
|
|
TPR Education Worldwide, LLC
|
|
Delaware
|
|
TPR Education, LLC d/b/a Princeton Review
|
|
Delaware
|
|
Tutor.com, Inc.
|
|
Delaware
|
|
USA Electronic Commerce Solutions LLC
|
|
Delaware
|
|
USA Video Distribution LLC
|
|
Delaware
|
|
USANi LLC
|
|
Delaware
|
|
USANi Sub LLC
|
|
Delaware
|
|
Vimeo, LLC
|
|
Delaware
|
|
Wanderspot LLC
|
|
Washington
|
|
Werkspot BV
|
|
Netherlands
|
|
|
/s/ ERNST & YOUNG LLP
|
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2015 of IAC;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
Dated:
|
February 29, 2016
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2015 of IAC;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
Dated:
|
February 29, 2016
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended December 31, 2015 of IAC;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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
|
5.
|
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):
|
a)
|
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
|
Dated:
|
February 29, 2016
|
|
/s/ GREGG WINIARSKI
|
|
|
|
Gregg Winiarski
Executive Vice President, General Counsel & Secretary
Acting Principal Financial Officer
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
February 29, 2016
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
February 29, 2016
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended December 31, 2015 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
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
February 29, 2016
|
|
/s/ GREGG WINIARSKI
|
|
|
|
Gregg Winiarski
Executive Vice President, General Counsel & Secretary
Acting Principal Financial Officer
|