GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

The 4.75% Senior Notes are unconditionally guaranteed, jointly and severally, by certain domestic subsidiaries which are 100% owned by the Company. The following tables present condensed consolidating financial information at December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 for: IAC, on a standalone basis; the combined guarantor subsidiaries of IAC; the combined non-guarantor subsidiaries of IAC; and IAC on a consolidated basis.

Balance sheet at December 31, 2018:



	IAC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			IAC Consolidated
	(In thousands)
Cash and cash equivalents	$	1,018,082	$	—	$	1,113,550		$	—		$	2,131,632
Marketable securities	98,299		—		25,366			—			123,665
Accounts receivable, net of allowance and reserves	—		99,970		179,219			—			279,189
Other current assets	27,349		29,222		171,682			—			228,253
Intercompany receivables	—		1,423,456		—			(1,423,456		)	—
Property and equipment, net of accumulated depreciation and amortization	6,526		163,281		148,993			—			318,800
Goodwill	—		412,009		2,314,850			—			2,726,859
Intangible assets, net of accumulated amortization	—		43,914		587,508			—			631,422
Investment in subsidiaries	1,897,699		214,519		—			(2,112,218		)	—
Other non-current assets	274,789		94,290		251,315			(185,629		)	434,765
Total assets	$	3,322,744	$	2,480,661	$	4,792,483		$	(3,721,303	)	$	6,874,585

Current portion of long-term debt	$	—	$	—	$	13,750		$	—		$	13,750
Accounts payable, trade	1,304		36,293		37,310			—			74,907
Other current liabilities	41,721		95,405		657,775			—			794,901
Long-term debt, net	34,262		—		2,211,286			—			2,245,548
Income taxes payable	15		1,707		35,862			—			37,584
Intercompany liabilities	402,056		—		1,021,400			(1,423,456		)	—
Other long-term liabilities	261		18,181		257,594			(185,629		)	90,407
Redeemable noncontrolling interests	—		—		65,687			—			65,687
Shareholders' equity (deficit)	2,843,125		2,329,075		(216,857		)	(2,112,218		)	2,843,125
Noncontrolling interests	—		—		708,676			—			708,676
Total liabilities and shareholders' equity	$	3,322,744	$	2,480,661	$	4,792,483		$	(3,721,303	)	$	6,874,585

Balance sheet at December 31, 2017:



	IAC		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			IAC Consolidated
	(In thousands)
Cash and cash equivalents	$	585,639	$	—	$	1,045,170	$	—		$	1,630,809
Marketable securities	4,995		—		—		—			4,995
Accounts receivable, net of allowance and reserves	31		109,289		194,707		—			304,027
Other current assets	49,159		33,387		102,828		—			185,374
Intercompany receivables	—		668,703		—		(668,703		)	—
Property and equipment, net of accumulated depreciation and amortization	2,811		174,323		138,036		—			315,170
Goodwill	—		412,010		2,147,056		—			2,559,066
Intangible assets, net of accumulated amortization	—		74,852		588,885		—			663,737
Investment in subsidiaries	2,077,898		554,998		—		(2,632,896		)	—
Other non-current assets	170,073		87,306		79,688		(132,435		)	204,632
Total assets	$	2,890,606	$	2,114,868	$	4,296,370	$	(3,434,034	)	$	5,867,810

Current portion of long-term debt	$	—	$	—	$	13,750	$	—		$	13,750
Accounts payable, trade	5,163		30,469		40,939		—			76,571
Other current liabilities	29,489		88,050		591,868		—			709,407
Long-term debt, net	34,572		—		1,944,897		—			1,979,469
Income taxes payable	16		1,605		24,003		—			25,624
Intercompany liabilities	390,827		—		277,876		(668,703		)	—
Other long-term liabilities	511		18,613		186,610		(132,435		)	73,299
Redeemable noncontrolling interests	—		—		42,867		—			42,867
Shareholders' equity	2,430,028		1,976,131		656,765		(2,632,896		)	2,430,028
Noncontrolling interests	—		—		516,795		—			516,795
Total liabilities and shareholders' equity	$	2,890,606	$	2,114,868	$	4,296,370	$	(3,434,034	)	$	5,867,810

Statement of operations for the year ended December 31, 2018:



	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	850,475		$	3,412,795		$	(378	)	$	4,262,892
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	195			262,912			648,330			(291		)	911,146
Selling and marketing expense	977			313,769			1,204,844			(150		)	1,519,440
General and administrative expense	141,727			49,563			582,720			69			774,079
Product development expense	2,003			56,431			250,901			(6		)	309,329
Depreciation	1,203			12,497			61,660			—			75,360
Amortization of intangibles	—			29,437			78,962			—			108,399
Total operating costs and expenses	146,105			724,609			2,827,417			(378		)	3,697,753
Operating (loss) income	(146,105		)	125,866			585,378			—			565,139
Equity in earnings of unconsolidated affiliates	731,834			20,083			—			(751,917		)	—
Interest expense	(1,700		)	—			(107,627		)	—			(109,327		)
Other (expense) income, net ^(a)	(18,834		)	503,261			199,757			(378,438		)	305,746
Earnings before income taxes	565,195			649,210			677,508			(1,130,355		)	761,558
Income tax benefit (provision)	61,766			(56,612		)	(8,965		)	—			(3,811		)
Net earnings	626,961			592,598			668,543			(1,130,355		)	757,747
Net earnings attributable to noncontrolling interests	—			—			(130,786		)	—			(130,786		)
Net earnings attributable to IAC shareholders	$	626,961		$	592,598		$	537,757		$	(1,130,355	)	$	626,961
Comprehensive income attributable to IAC shareholders	$	601,683		$	601,232		$	515,766		$	(1,116,998	)	$	601,683

____________________


^(a)	During the year ended December 31, 2018, foreign cash of $396.2 million was repatriated to the U.S, of which $25.2 million was between non-guarantor subsidiaries.

Statement of operations for the year ended December 31, 2017:



	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	753,858		$	2,553,998		$	(617	)	$	3,307,239
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	160			159,488			491,865			(505		)	651,008
Selling and marketing expense	1,250			353,186			1,027,304			(519		)	1,381,221
General and administrative expense	100,237			62,340			556,273			407			719,257
Product development expense	2,421			55,232			193,226			—			250,879
Depreciation	1,564			20,668			52,033			—			74,265
Amortization of intangibles	—			11,213			30,930			—			42,143
Total operating costs and expenses	105,632			662,127			2,351,631			(617		)	3,118,773
Operating (loss) income	(105,632		)	91,731			202,367			—			188,466
Equity in earnings of unconsolidated affiliates	419,149			20,755			—			(439,904		)	—
Interest expense	(20,339		)	—			(84,956		)	—			(105,295		)
Other (expense) income, net	(30,787		)	28,434			(13,860		)	—			(16,213		)
Earnings before income taxes	262,391			140,920			103,551			(439,904		)	66,958
Income tax benefit (provision)	42,533			(119,957		)	368,474			—			291,050
Net earnings	304,924			20,963			472,025			(439,904		)	358,008
Net earnings attributable to noncontrolling interests	—			—			(53,084		)	—			(53,084		)
Net earnings attributable to IAC shareholders	$	304,924		$	20,963		$	418,941		$	(439,904	)	$	304,924
Comprehensive income attributable to IAC shareholders	$	367,370		$	7,629		$	498,032		$	(505,661	)	$	367,370

Statement of operations for the year ended December 31, 2016:



	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			IAC Consolidated
	(In thousands)
Revenue	$	—		$	960,000		$	2,180,487		$	(605	)	$	3,139,882
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	859			297,712			457,571			(412		)	755,730
Selling and marketing expense	2,353			417,051			828,016			(323		)	1,247,097
General and administrative expense	89,583			83,636			357,097			130			530,446
Product development expense	4,807			69,778			138,180			—			212,765
Depreciation	1,610			26,514			43,552			—			71,676
Amortization of intangibles	—			41,157			38,269			—			79,426
Goodwill impairment	—			253,245			22,122			—			275,367
Total operating costs and expenses	99,212			1,189,093			1,884,807			(605		)	3,172,507
Operating (loss) income	(99,212		)	(229,093		)	295,680			—			(32,625		)
Equity in earnings of unconsolidated affiliates	49,545			6,774			—			(56,319		)	—
Interest expense	(26,876		)	—			(82,234		)	—			(109,110		)
Other (expense) income, net	(1,879		)	10,209			52,320			—			60,650
(Loss) earnings before income taxes	(78,422		)	(212,110		)	265,766			(56,319		)	(81,085		)
Income tax benefit (provision)	37,142			77,851			(50,059		)	—			64,934
Net (loss) earnings	(41,280		)	(134,259		)	215,707			(56,319		)	(16,151		)
Net earnings attributable to noncontrolling interests	—			—			(25,129		)	—			(25,129		)
Net (loss) earnings attributable to IAC shareholders	$	(41,280	)	$	(134,259	)	$	190,578		$	(56,319	)	$	(41,280	)
Comprehensive (loss) income attributable to IAC shareholders	$	(76,431	)	$	(142,494	)	$	145,039		$	(2,545	)	$	(76,431	)

Statement of cash flows for the year ended December 31, 2018:



	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(38,737	)	$	583,498		$	822,227		$	(378,860	)	$	988,128
Cash flows from investing activities:
Acquisitions, net of cash acquired	(4,142		)	(50,530		)	(9,824		)	—			(64,496		)
Capital expenditures	(5,274		)	(1,396		)	(78,964		)	—			(85,634		)
Proceeds from maturities and sales of marketable debt securities	298,600			—			35,000			—			333,600
Purchases of marketable debt securities	(390,005		)	—			(59,671		)	—			(449,676		)
Net proceeds from the sale of businesses and investments	408			87,254			49,057			—			136,719
Purchases of investments	(39,180		)	—			(13,800		)	—			(52,980		)
Other, net	(5,000		)	7,451			6,576			—			9,027
Net cash (used in) provided by investing activities	(144,593		)	42,779			(71,626		)	—			(173,440		)
Cash flows from financing activities:
Repurchases of IAC debt	(363		)	—			—			—			(363		)
Proceeds from issuance of Match Group debt	—			—			260,000			—			260,000
Principal payments on ANGI Homeservices Term Loan	—			—			(13,750		)	—			(13,750		)
Debt issuance costs	—			—			(5,449		)	—			(5,449		)
Purchase of IAC treasury stock	(82,891		)	—			—			—			(82,891		)
Purchase of Match Group treasury stock	—			—			(133,455		)	—			(133,455		)
Proceeds from the exercise of IAC stock options	41,700			—			—			—			41,700
Proceeds from the exercise of Match Group and ANGI Homeservices stock options	—			—			4,705			—			4,705
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards	(18,982		)	—			—			—			(18,982		)
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards	—			—			(237,564		)	—			(237,564		)
Dividends paid to Match Group noncontrolling interests	—			—			(105,126		)	—			(105,126		)
Purchase of noncontrolling interests	—			—			(16,063		)	—			(16,063		)
Acquisition-related contingent consideration payments	—			—			(185		)	—			(185		)
Intercompany	673,308			(625,338		)	(426,830		)	378,860			—
Other, net	2,674			(939		)	(7,110		)	—			(5,375		)
Net cash provided by (used in) financing activities	615,446			(626,277		)	(680,827		)	378,860			(312,798		)
Total cash provided	432,116			—			69,774			—			501,890
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	327			—			(2,214		)	—			(1,887		)
Net increase in cash, cash equivalents, and restricted cash	432,443			—			67,560			—			500,003
Cash, cash equivalents, and restricted cash at beginning of period	585,639			—			1,048,043			—			1,633,682
Cash, cash equivalents, and restricted cash at end of period	$	1,018,082		$	—		$	1,115,603		$	—		$	2,133,685

Statement of cash flows for the year ended December 31, 2017:



	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(52,582	)	$	131,700		$	337,581		$	416,699
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			(2,550		)	(144,003		)	(146,553		)
Capital expenditures	(337		)	(1,169		)	(74,017		)	(75,523		)
Proceeds from maturities and sales of marketable debt securities	114,350			—			—			114,350
Purchases of marketable debt securities	(29,891		)	—			—			(29,891		)
Net proceeds from the sale of businesses and investments	1,266			—			184,512			185,778
Purchases of investments	—			—			(9,106		)	(9,106		)
Other, net	—			1,944			1,050			2,994
Net cash provided by (used in) investing activities	85,388			(1,775		)	(41,564		)	42,049
Cash flows from financing activities:
Proceeds from issuance of IAC debt	—			—			517,500			517,500
Repurchases of IAC debt	(393,464		)	—			—			(393,464		)
Proceeds from issuance of Match Group debt	—			—			525,000			525,000
Principal payments on Match Group debt	—			—			(445,172		)	(445,172		)
Borrowing under ANGI Homeservices Term Loan	—			—			275,000			275,000
Purchase of exchangeable note hedge	—			—			(74,365		)	(74,365		)
Proceeds from issuance of warrants	23,650			—			—			23,650
Debt issuance costs	—			—			(33,744		)	(33,744		)
Purchase of IAC treasury stock	(56,424		)	—			—			(56,424		)
Proceeds from the exercise of IAC stock options	82,397			—			—			82,397
Proceeds from the exercise of Match Group and ANGI Homeservices stock options	—			—			61,095			61,095
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards	(93,832		)	—			—			(93,832		)
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards	—			—			(264,323		)	(264,323		)
Purchase of Match Group stock-based awards	—			—			(272,459		)	(272,459		)
Purchase of noncontrolling interests	—			—			(15,439		)	(15,439		)
Acquisition-related contingent consideration payments	—			—			(27,289		)	(27,289		)
Intercompany	416,396			(129,925		)	(286,471		)	—
Other, net	251			—			(5,251		)	(5,000		)
Net cash used in financing activities	(21,026		)	(129,925		)	(45,918		)	(196,869		)
Total cash provided	11,780			—			250,099			261,879
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	75			—			11,529			11,604
Net increase in cash, cash equivalents, and restricted cash	11,855			—			261,628			273,483
Cash, cash equivalents, and restricted cash at beginning of period	573,784			—			786,415			1,360,199
Cash, cash equivalents, and restricted cash at end of period	$	585,639		$	—		$	1,048,043		$	1,633,682

Statement of cash flows for the year ended December 31, 2016:



	IAC			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			IAC Consolidated
	(In thousands)
Net cash (used in) provided by operating activities	$	(62,686	)	$	128,503		$	278,421		$	—		$	344,238
Cash flows from investing activities:
Acquisitions, net of cash acquired	—			—			(18,403		)	—			(18,403		)
Capital expenditures	(479		)	(5,792		)	(71,768		)	—			(78,039		)
Proceeds from maturities and sales of marketable debt securities	252,369			—			—			—			252,369
Purchases of marketable debt securities	(313,943		)	—			—			—			(313,943		)
Investments in time deposits	—			—			(87,500		)	—			(87,500		)
Proceeds from maturities of time deposits	—			—			87,500			—			87,500
Net proceeds from the sale of businesses and investments	73,843			1,779			96,606			—			172,228
Purchases of investments	—			—			(12,565		)	—			(12,565		)
Intercompany	(155,104		)	—			—			155,104			—
Other, net	126			910			10,179			—			11,215
Net cash (used in) provided by investing activities	(143,188		)	(3,103		)	4,049			155,104			12,862
Cash flows from financing activities:
Repurchases of IAC debt	(126,409		)	—			—			—			(126,409		)
Proceeds from issuance of Match Group debt	—			—			400,000			—			400,000
Principal payments on Match Group debt	—			—			(450,000		)	—			(450,000		)
Debt issuance costs	—			—			(7,811		)	—			(7,811		)
Purchase of IAC treasury stock	(308,948		)	—			—			—			(308,948		)
Proceeds from the exercise of IAC stock options	25,821			—			—			—			25,821
Proceeds from the exercise of Match Group stock options	—			—			39,378			—			39,378
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards	(26,716		)	—			—			—			(26,716		)
Withholding taxes paid on behalf of Match Group employees on net settled stock-based awards	—			—			(29,830		)	—			(29,830		)
Purchase of noncontrolling interests	(1,400		)	—			(1,340		)	—			(2,740		)
Acquisition-related contingent consideration payments	—			(351		)	(1,829		)	—			(2,180		)
Intercompany	122,965			(122,965		)	155,104			(155,104		)	—
Other, net	(313		)	(2,084		)	(308		)	—			(2,705		)
Net cash (used in) provided by financing activities	(315,000		)	(125,400		)	103,364			(155,104		)	(492,140		)
Total cash (used) provided	(520,874		)	—			385,834			—			(135,040		)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	—			—			(6,434		)	—			(6,434		)
Net (decrease) increase in cash, cash equivalents, and restricted cash	(520,874		)	—			379,400			—			(141,474		)
Cash, cash equivalents, and restricted cash at beginning of period	1,094,658			—			407,015			—			1,501,673
Cash, cash equivalents, and restricted cash at end of period	$	573,784		$	—		$	786,415		$	—		$	1,360,199