

	June 30, 2019		December 31, 2018
	(In thousands)
MTCH Debt:
MTCH Term Loan due November 16, 2022	$	425,000	$	425,000
MTCH Credit Facility due December 7, 2023	—		260,000
6.375% Senior Notes due June 1, 2024 (the "6.375% MTCH Senior Notes"); interest payable each June 1 and December 1	400,000		400,000
5.00% Senior Notes due December 15, 2027 (the "5.00% MTCH Senior Notes"); interest payable each June 15 and December 15	450,000		450,000
5.625% Senior Notes due February 15, 2029 (the "5.625% MTCH Senior Notes"); interest payable each February 15 and August 15, commencing on August 15, 2019	350,000		—
Total MTCH long-term debt	1,625,000		1,535,000
Less: unamortized original issue discount	6,695		7,352
Less: unamortized debt issuance costs	15,698		11,737
Total MTCH debt, net	1,602,607		1,515,911

ANGI Debt:
ANGI Term Loan due November 5, 2023	254,375		261,250
Less: current portion of ANGI Term Loan	13,750		13,750
Less: unamortized debt issuance costs	2,268		2,529
Total ANGI debt, net	238,357		244,971

IAC Debt:
0.875% Exchangeable Senior Notes due October 1, 2022 (the "0.875% Exchangeable Notes due 2022"); interest payable each April 1 and October 1	517,500		517,500
4.75% Senior Notes due December 15, 2022 (the "4.75% Senior Notes"); interest payable each June 15 and December 15	34,489		34,489
0.875% Exchangeable Senior Notes due June 15, 2026 (the "0.875% Exchangeable Notes due 2026"); interest payable each June 15 and December 15; commencing on December 15, 2019	575,000		—
2.00% Exchangeable Senior Notes due January 15, 2030 (the "2.00% Exchangeable Notes due 2030"); interest payable each January 15 and July 15; commencing on January 15, 2020	575,000		—
Total IAC long-term debt	1,701,989		551,989
Less: unamortized original issue discount	372,629		54,025
Less: unamortized debt issuance costs	31,793		13,298
Total IAC debt, net	1,297,567		484,666

Total long-term debt, net	$	3,138,531	$	2,245,548

The 5.00% MTCH Senior Notes were issued on December 4, 2017. At any time prior to December 15, 2022, the 5.00% MTCH Senior Notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date.

On February 15, 2019, MTCH issued its 5.625% Senior Notes. The proceeds were used to repay outstanding borrowings under the MTCH Credit Facility, to pay expenses associated with the offering, and for general corporate purposes. At any time prior to February 15, 2024, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date.

The indentures governing the 6.375% and 5.00% MTCH Senior Notes contain covenants that would limit MTCH's ability to pay dividends, make distributions or repurchase MTCH stock in the event a default has occurred or MTCH's consolidated leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0. At June 30, 2019, there were no limitations pursuant thereto. There are additional covenants in those indentures that limit MTCH's ability and the ability of its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MTCH is not in compliance with certain ratios set forth in the indentures, and (ii) incur liens, enter into agreements restricting MTCH subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell substantially all of their assets. The indenture governing the 5.625% MTCH Senior Notes is less restrictive than the indentures governing the 6.375% and 5.00% MTCH Senior Notes and generally only limits MTCH's ability and the ability of its subsidiaries to, among other things, create liens on assets and limits MTCH's ability to consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.

At both June 30, 2019 and December 31, 2018, the outstanding balance on the MTCH Term Loan was $425.0 million. The MTCH Term Loan bears interest at LIBOR plus 2.50%, and was 4.90% and 5.09% at June 30, 2019 and December 31, 2018, respectively. The MTCH Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio contained in the credit agreement. Interest payments are due at least quarterly through the term of the loan.

At June 30, 2019, there were no outstanding borrowings under the MTCH Credit Facility. At December 31, 2018, the outstanding borrowings under the MTCH Credit Facility were $260.0 million, which bore interest at LIBOR plus 1.50%, or approximately 4.00%, and were repaid with a portion of the net proceeds from the 5.625% MTCH Senior Notes, described above. MTCH's Credit Facility expires on December 7, 2023. The annual commitment fee on undrawn funds is based on the MTCH consolidated net leverage ratio, and is 30 basis points and 25 basis points at June 30, 2019 and December 31, 2018, respectively. Borrowings under the MTCH Credit Facility bear interest, at MTCH's option, at a base rate or LIBOR, in each case plus an applicable margin, which is based on MTCH's consolidated net leverage ratio. The terms of the MTCH Credit Facility require MTCH to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0 (in each case as defined in the credit agreement).

The MTCH Term Loan and MTCH Credit Facility contain covenants that would limit MTCH’s ability to pay dividends, make distributions or repurchase MTCH stock in the event MTCH’s secured net leverage ratio exceeds 2.0 to 1.0, while the MTCH Term Loan remains outstanding and, thereafter, if the consolidated net leverage ratio exceeds 4.0 to 1.0, or in the event a default has occurred. There are additional covenants under these MTCH debt agreements that limit the ability of MTCH and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. Obligations under the MTCH Credit Facility and MTCH Term Loan are unconditionally guaranteed by certain MTCH wholly-owned domestic subsidiaries

At June 30, 2019 and December 31, 2018, the outstanding balance on the ANGI Term Loan was $254.4 million and $261.3 million, respectively. At both June 30, 2019 and December 31, 2018, the ANGI Term Loan bears interest at LIBOR plus 1.50%. The spread over LIBOR is subject to change in future periods based on ANGI's consolidated net leverage ratio. The interest rate was approximately 4.00% at both June 30, 2019 and December 31, 2018. Interest payments are due at least quarterly through the term of the loan. Additionally, there are quarterly principal payments of $3.4 million through December 31, 2021, $6.9 million for the one-year period ending December 31, 2022 and $10.3 million through maturity of the loan when the final amount of $161.6 million is due.

The terms of the ANGI Term Loan require ANGI to maintain a consolidated net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0 (in each case as defined in the credit agreement). The ANGI Term Loan also contains covenants that would limit ANGI’s ability to pay dividends, make distributions or repurchase ANGI stock in the event a default has occurred or ANGI’s consolidated net leverage ratio exceeds 4.25 to 1.0. There are additional covenants under the ANGI Term Loan that limit the ability of ANGI and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions.

On November 5, 2018, ANGI entered into a five-year $250 million revolving credit facility (the "ANGI Credit Facility"). At June 30, 2019 and December 31, 2018, there were no outstanding borrowings under the ANGI Credit Facility. The annual commitment fee on undrawn funds is based on ANGI's consolidated net leverage ratio most recently reported and is 25 basis points at both June 30, 2019 and December 31, 2018. Borrowings under the ANGI Credit Facility bear interest, at ANGI's option, at either a base rate or LIBOR, in each case plus an applicable margin, which is based on ANGI's consolidated net leverage ratio. The financial and other covenants are the same as those for the ANGI Term Loan.

On October 2, 2017, IAC FinanceCo, Inc., a direct, wholly-owned subsidiary of the Company, issued $517.5 million aggregate principal amount of its 0.875% Exchangeable Notes due 2022. The 0.875% Exchangeable Notes due 2022 are guaranteed by the Company. Each $1,000 of principal of the 0.875% Exchangeable Notes due 2022 is exchangeable for 6.5713 shares of the Company's common stock, which is equivalent to an exchange price of approximately $152.18 per share, subject to adjustment upon the occurrence of specified events. Upon exchange, the Company has the right to settle the principal amount of the 0.875% Exchangeable Notes due 2022 with any of the three following alternatives: (1) shares of the Company's common stock, (2) cash or (3) a combination of cash and shares of the Company's common stock. It is the Company's intention to settle the 0.875% Exchangeable Notes due 2022 with cash equal to the face amount of the notes upon exchange; any shares issued would be offset by shares received upon exercise of the Note Hedge (described below).

The 0.875% Exchangeable Notes due 2022 are exchangeable at any time prior to the close of business on the business day immediately preceding July 1, 2022 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days during the period of 30 consecutive trading days during the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading

day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described under the indenture governing the 0.875% Exchangeable Notes due 2022. On or after July 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their 0.875% Exchangeable Notes due 2022 regardless of the foregoing conditions. The Company’s 0.875% Exchangeable Notes due 2022 are currently exchangeable; during the three and six months ended June 30, 2019, no notes were exchanged.

We separately account for the debt and the equity components of the 0.875% Exchangeable Notes due 2022, and therefore, the Company recorded an original issue discount and corresponding increase to additional paid-in capital of $70.4 million, which was the fair value attributed to the exchange feature of the debt at issuance. The Company is amortizing the original issue discount utilizing the effective interest method over the life of the 0.875% Exchangeable Notes due 2022, which increases the effective interest rate from its coupon rate of 0.875% to 3.88%. For the three and six months ended June 30, 2019, the Company incurred interest expense of $5.4 million and $10.8 million, which includes amortization of original issue discount of $3.4 million and $6.8 million, and debt issuance costs of $0.9 million and $1.7 million, respectively. For the three and six months ended June 30, 2018, the Company incurred interest expense of $5.3 million and $10.5 million, which includes amortization of original issue discount of $3.3 million and $6.5 million, and debt issuance costs of $0.8 million and $1.7 million, respectively. As of June 30, 2019 and December 31, 2018, the unamortized original issue discount was $47.3 million and $54.0 million, resulting in a net carrying value of the liability component of $470.2 million and $463.5 million, respectively.

In connection with the debt offering, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the entire 3.4 million shares that would be issuable upon the exchange of the 0.875% Exchangeable Notes due 2022 at approximately $152.18 per share (the "0.875% Exchangeable Notes due 2022 Hedge"), and sold warrants allowing the holder to purchase initially (subject to adjustment upon the occurrence of specified events) 3.4 million shares at $229.70 per share (the "0.875% Exchangeable Notes due 2022 Warrants"). The 0.875% Exchangeable Notes due 2022 Hedge is expected to reduce the potential dilutive effect on the Company's common stock upon any exchange of notes and/or offset any cash payment IAC FinanceCo, Inc. is required to make in excess of the principal amount of the exchanged notes. The 0.875% Exchangeable Notes due 2022 Warrants have a dilutive effect on the Company's common stock to the extent that the market price per share of the Company common stock exceeds its strike price of $229.70.

During the second quarter of 2019, IAC FinanceCo 2, Inc., a direct, wholly-owned subsidiary of the Company, issued $575.0 million aggregate principal amount of its 0.875% Exchangeable Notes due 2026 and IAC FinanceCo 3, Inc., a direct, wholly-owned subsidiary of the Company, issued $575.0 million aggregate principal amount of its 2.00% Exchangeable Notes due 2030. The 0.875% Exchangeable Notes due 2026 and the 2.00% Exchangeable Notes due 2030 are both guaranteed by the Company. Each $1,000 of principal of the 0.875% Exchangeable Notes due 2026 is exchangeable for 3.3028 shares of the Company's common stock, which is equivalent to an exchange price of approximately $302.77 per share, subject to adjustment upon the occurrence of specified events. Each $1,000 of principal of the 2.00% Exchangeable Notes due 2030 is exchangeable for 3.4323 shares of the Company's common stock, which is equivalent to an exchange price of approximately $291.35 per share, subject to adjustment upon the occurrence of specified events. Upon exchange, the Company has the right to settle the principal amount of the 0.875% Exchangeable Notes due 2026 and the 2.00% Exchangeable Notes due 2030 with any of the three following alternatives: (1) shares of the Company's common stock, (2) cash or (3) a combination of cash and shares of the Company's common stock. The Company's intent is to settle the principal amount of the 0.875% Exchangeable Notes due 2026 and the 2.00% Exchangeable Notes due 2030 in cash upon exchange.

reported sale price of the Company's common stock for at least 20 trading days during the period of 30 consecutive trading days during the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described under the indentures governing the 0.875% Exchangeable Notes due 2026 and the 2.00% Exchangeable Notes due 2030. Additionally, each of IAC FinanceCo 2, Inc. and IAC FinanceCo 3, Inc. may redeem for cash all or any portion of its applicable notes, at its option, on or after June 20, 2023 and July 20, 2026, respectively, if the last reported sale price of the common stock underlying the respective notes has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. On or after March 15, 2026 and October 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their 0.875% Exchangeable Notes due 2026 and 2.00% Exchangeable Notes due 2030, respectively, regardless of the foregoing conditions.

The net proceeds from the sales of the 0.875% Exchangeable Notes due 2026 and the 2.00% Exchangeable Notes due 2030 were approximately $1.1 billion, after deducting fees and expenses. A portion of the net proceeds from the offering were used to pay the net premium of $136.9 million on the 0.875% Exchangeable Notes due 2026 Hedge and Warrants and the 2.00% Exchangeable Notes due 2030 Hedge and Warrants (described below) and the remainder will be used for general corporate purposes.

We separately account for the debt and the equity components of the exchangeable notes and therefore, the Company recorded an original issue discount and corresponding increase to additional paid-in capital of $138.8 million for the 0.875% Exchangeable Notes due 2026 and $189.2 million for the 2.00% Exchangeable Notes due 2030, which is the fair value attributed to the exchange feature of each series of debt at issuance. The Company is amortizing the original issue discount utilizing the effective interest method over the life of the 0.875% Exchangeable Notes due 2026 and the 2.00% Exchangeable Notes due 2030, which increases the effective interest rate from its coupon rate of 0.875% and 2.00% to 4.98% and 6.29%, respectively. For both the three and six months ended June 30, 2019, the Company incurred interest expense of $4.3 million, which includes amortization of original issue discount of $2.6 million, and debt issuance costs of $0.2 million. As of June 30, 2019, the unamortized original issue discount on the 0.875% Exchangeable Notes due 2026 is $137.3 million, resulting in a net carrying value of the liability component of $437.7 million. As of June 30, 2019, the unamortized original issue discount on the 2.00% Exchangeable Notes due 2030 is $188.1 million, resulting in a net carrying value of the liability component of $386.9 million.

In connection with the debt offerings, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the entire 1.9 million and 2.0 million shares that would be issuable upon the exchange of the 0.875% Exchangeable Notes due 2026 and the 2.00% Exchangeable Notes due 2030, respectively, at approximately $302.77 per share (the "0.875% Exchangeable Notes due 2026 Hedge") and $291.35 per share (the "2.00% Exchangeable Notes due 2030 Hedge"), and sold warrants allowing the holder to purchase initially (subject to adjustment upon the occurrence of specified events) 1.9 million and 2.0 million shares, respectively, at $457.02 per share (the "0.875% Exchangeable Notes due 2026 Warrants" and the "2.00% Exchangeable Notes due 2030 Warrants," respectively).

The 0.875% Exchangeable Notes due 2026 Hedge and the 2.00% Exchangeable Notes due 2030 Hedge are expected to reduce the potential dilutive effect on the Company's common stock upon any exchange of notes and/or offset any cash payment IAC FinanceCo 2, Inc. and IAC FinanceCo 3, Inc. are required to make in excess of the principal amount of the exchanged notes. The 0.875% Exchangeable Notes due 2026 Warrants and the 2.00% Exchangeable Notes due 2030 Warrants have a dilutive effect on the Company's common stock to the extent that the market price per share of the Company common stock exceeds their strike prices of $457.02, respectively.

The 4.75% Senior Notes were issued by IAC on December 21, 2012. These Notes are unconditionally guaranteed by certain of our wholly-owned domestic subsidiaries, which are designated as guarantor subsidiaries. See "Note 11—Guarantor and Non-Guarantor Financial Information" for financial information relating to guarantor and non-guarantor subsidiaries. The 4.75% Senior Notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date.

As of June 30, 2019, IAC has a $250 million revolving credit facility (the "IAC Credit Facility"), under which IAC Group, LLC, a subsidiary of the Company, is the borrower ("Borrower"), that expires on November 5, 2023. At June 30, 2019 and December 31, 2018, there were no outstanding borrowings under the IAC Credit Facility. The annual commitment fee on undrawn funds is based on the consolidated net leverage ratio (as defined in the agreement) most recently reported, and is 20 basis points at both June 30, 2019 and December 31, 2018. Borrowings under the IAC Credit Facility bear interest, at the Borrower's option, at a base rate or LIBOR, in each case, plus an applicable margin, which is determined by reference to a pricing grid based on the Borrower's consolidated net leverage ratio. The terms of the IAC Credit Facility require that the Borrower maintain a consolidated net leverage ratio of not more than 3.25 to 1.0 before the date on which the Borrower no longer holds majority of the outstanding voting stock of each of ANGI and MTCH ("Trigger Date") and no greater than 2.75 to 1.0 on or after the Trigger Date. The terms of the IAC Credit Facility also restrict the Borrower's ability to incur additional indebtedness. Borrowings under the IAC Credit Facility are unconditionally guaranteed by substantially the same domestic subsidiaries that guarantee the 4.75% Senior Notes and are also secured by the stock of certain of our domestic and foreign subsidiaries, including the shares of MTCH and ANGI owned by the Borrower. The 4.75% Senior Notes are subordinate to the outstanding borrowings under the IAC Credit Facility to the extent of the value of the assets securing such borrowings.