IACI-2013.3.31-10Q
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As filed with the Securities and Exchange Commission on May 8, 2013


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2013
Or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________                            
Commission File No. 0-20570
 
IAC/INTERACTIVECORP
(Exact name of registrant as specified in its charter)
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 10011
 (Address of registrant's principal executive offices)
 (212) 314-7300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
Accelerated filer o
Non-accelerated filer o
 (Do not check if a smaller
reporting company)
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý
As of April 26, 2013, the following shares of the registrant's common stock were outstanding:
Common Stock
77,930,674

Class B Common Stock
5,789,499

Total outstanding Common Stock
83,720,173

The aggregate market value of the voting common stock held by non-affiliates of the registrant as of April 26, 2013 was $3,557,423,469. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant.



TABLE OF CONTENTS
 
 
Page
Number
 







PART I
FINANCIAL INFORMATION
Item 1.    Consolidated Financial Statements
IAC/INTERACTIVECORP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 
March 31, 2013
 
December 31, 2012
 
(In thousands, except share data)
ASSETS
 
 
 
Cash and cash equivalents
$
673,757

 
$
749,977

Marketable securities
5,814

 
20,604

Accounts receivable, net of allowance of $8,908 and $11,088, respectively
235,181

 
229,830

Other current assets
140,930

 
156,339

Total current assets
1,055,682

 
1,156,750

Property and equipment, net
293,282

 
270,512

Goodwill
1,674,220

 
1,616,154

Intangible assets, net
478,784

 
482,904

Long-term investments
157,750

 
161,278

Other non-current assets
120,528

 
118,230

TOTAL ASSETS
$
3,780,246

 
$
3,805,828

LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
LIABILITIES:
 
 
 
Current maturities of long-term debt
$

 
$
15,844

Accounts payable, trade
78,168

 
98,314

Deferred revenue
169,480

 
155,499

Accrued expenses and other current liabilities
343,791

 
355,232

Total current liabilities
591,439

 
624,889

Long-term debt, net of current maturities
580,000

 
580,000

Income taxes payable
481,908

 
479,945

Deferred income taxes
314,750

 
323,403

Other long-term liabilities
66,405

 
31,830

 
 
 
 
Redeemable noncontrolling interests
59,254

 
58,126

 
 
 
 
Commitments and contingencies

 

 
 
 
 
SHAREHOLDERS' EQUITY:
 
 
 
Common stock $.001 par value; authorized 1,600,000,000 shares; issued 250,982,079 shares, and outstanding 77,889,960 and 78,471,784 shares, respectively
251

 
251

Class B convertible common stock $.001 par value; authorized 400,000,000 shares; issued 16,157,499 shares and outstanding 5,789,499 shares
16

 
16

Additional paid-in capital
11,606,585

 
11,607,367

Accumulated deficit
(264,882
)
 
(318,519
)
Accumulated other comprehensive loss
(44,096
)
 
(32,169
)
Treasury stock 183,460,119 and 182,878,295 shares, respectively
(9,661,355
)
 
(9,601,218
)
Total IAC shareholders' equity
1,636,519

 
1,655,728

Noncontrolling interests
49,971

 
51,907

Total shareholders' equity
1,686,490

 
1,707,635

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
3,780,246

 
$
3,805,828


The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

3



IAC/INTERACTIVECORP
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands, except per share data)
Revenue
$
742,249

 
$
640,600

Costs and expenses:
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)
255,082

 
223,571

Selling and marketing expense
242,914

 
219,838

General and administrative expense
98,026

 
91,788

Product development expense
33,582

 
23,482

Depreciation
14,016

 
12,115

Amortization of intangibles
14,078

 
7,041

Total costs and expenses
657,698

 
577,835

Operating income
84,551

 
62,765

Equity in losses of unconsolidated affiliates
(91
)
 
(5,901
)
Interest expense
(7,663
)
 
(1,347
)
Other income, net
1,658

 
2,756

Earnings from continuing operations before income taxes
78,455

 
58,273

Income tax provision
(25,746
)
 
(27,120
)
Earnings from continuing operations
52,709

 
31,153

(Loss) earnings from discontinued operations, net of tax
(944
)
 
3,684

Net earnings
51,765

 
34,837

Net loss (earnings) attributable to noncontrolling interests
1,872

 
(359
)
Net earnings attributable to IAC shareholders
$
53,637

 
$
34,478

 
 
 
 
Per share information attributable to IAC shareholders:
 
 
Basic earnings per share from continuing operations
$
0.65

 
$
0.37

Diluted earnings per share from continuing operations
$
0.62

 
$
0.34

Basic earnings per share
$
0.64

 
$
0.42

Diluted earnings per share
$
0.61

 
$
0.38

 
 
 
 
Dividends declared per share
$
0.24

 
$
0.12

 
 
 
 
Non-cash compensation expense by function:
 
 
 
Cost of revenue
$
620

 
$
1,724

Selling and marketing expense
386

 
1,122

General and administrative expense
10,780

 
17,117

Product development expense
877

 
1,503

Total non-cash compensation expense
$
12,663

 
$
21,466

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

4



IAC/INTERACTIVECORP
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Net earnings
$
51,765

 
$
34,837

Other comprehensive (loss) income, net of tax:
 
 
 
Change in foreign currency translation adjustment
(8,423
)
 
7,085

Change in net unrealized (losses) gains on available-for-sale securities (net of tax benefit of $824 in 2013 and tax provision of $12,579 in 2012)
(4,976
)
 
24,724

Total other comprehensive (loss) income
(13,399
)
 
31,809

Comprehensive income
38,366

 
66,646

Comprehensive loss (income) attributable to noncontrolling interests
3,344

 
(1,272
)
Comprehensive income attributable to IAC shareholders
$
41,710

 
$
65,374

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

5



IAC/INTERACTIVECORP
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
 
 
 
 
IAC Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Class B
Convertible
Common
Stock $.001
Par Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common
Stock $.001
Par Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Total IAC
Shareholders'
Equity
 
 
 
 
 
Redeemable
Noncontrolling
Interests
 
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
 
Treasury
Stock
 
 
Noncontrolling
Interests
 
Total
Shareholders'
Equity
 
$
 
Shares
 
$
 
Shares
 
 
 
 
 
 
(In thousands)
 
 
Balance as of December 31, 2012
$
58,126

 
 
$
251

 
250,982

 
$
16

 
16,157

 
$
11,607,367

 
$
(318,519
)
 
$
(32,169
)
 
$
(9,601,218
)
 
$
1,655,728

 
$
51,907

 
$
1,707,635

Net (loss) earnings for the three months ended March 31, 2013
(1,285
)
 
 

 

 

 

 

 
53,637

 

 

 
53,637

 
(587
)
 
53,050

Other comprehensive loss, net of tax
(584
)
 
 

 

 

 

 

 

 
(11,927
)
 

 
(11,927
)
 
(888
)
 
(12,815
)
Non-cash compensation expense

 
 

 

 

 

 
12,820

 

 

 

 
12,820

 
(157
)
 
12,663

Issuance of common stock upon exercise of stock options, vesting of restricted stock units and other, net of withholding taxes

 
 

 

 

 

 
(4,231
)
 

 

 
1

 
(4,230
)
 

 
(4,230
)
Income tax benefit related to the exercise of stock options, vesting of restricted stock units and other

 
 

 

 

 

 
12,332

 

 

 

 
12,332

 

 
12,332

Dividends

 
 

 

 

 

 
(21,597
)
 

 

 

 
(21,597
)
 

 
(21,597
)
Purchase of treasury stock

 
 

 

 

 

 

 

 

 
(60,138
)
 
(60,138
)
 

 
(60,138
)
Adjustment of redeemable noncontrolling interests to fair value
2,659

 
 

 

 

 

 
(2,659
)
 

 

 

 
(2,659
)
 

 
(2,659
)
Transfer from noncontrolling interests to redeemable noncontrolling interests
304

 
 

 

 

 

 

 

 

 

 

 
(304
)
 
(304
)
Other
34

 
 

 

 

 

 
2,553

 

 

 

 
2,553

 

 
2,553

Balance as of March 31, 2013
$
59,254

 
 
$
251

 
250,982

 
$
16

 
16,157

 
$
11,606,585

 
$
(264,882
)
 
$
(44,096
)
 
$
(9,661,355
)
 
$
1,636,519

 
$
49,971

 
$
1,686,490

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

6



IAC/INTERACTIVECORP
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Cash flows from operating activities attributable to continuing operations:
 
 
 
Net earnings
$
51,765

 
$
34,837

Less: (loss) earnings from discontinued operations, net of tax
(944
)
 
3,684

Earnings from continuing operations
52,709

 
31,153

Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities attributable to continuing operations:
 
 
 
Non-cash compensation expense
12,663

 
21,466

Depreciation
14,016

 
12,115

Amortization of intangibles
14,078

 
7,041

Deferred income taxes
(11,010
)
 
3,129

Equity in losses of unconsolidated affiliates
91

 
5,901

 Acquisition-related contingent consideration fair value adjustment
1,458

 

Changes in assets and liabilities, net of effects of acquisitions:
 
 
 
Accounts receivable
(4,635
)
 
(10,537
)
Other current assets
(8,001
)
 
(8,950
)
Accounts payable and other current liabilities
(12,929
)
 
(34,991
)
Income taxes payable
22,666

 
10,843

Deferred revenue
7,827

 
19,622

Other, net
3,429

 
2,258

Net cash provided by operating activities attributable to continuing operations
92,362

 
59,050

Cash flows from investing activities attributable to continuing operations:
 
 
 
Acquisitions, net of cash acquired
(29,194
)
 
(10,267
)
Capital expenditures
(33,638
)
 
(9,633
)
Proceeds from maturities and sales of marketable debt securities
12,500

 
18,343

Purchases of marketable debt securities

 
(10,012
)
Proceeds from sales of long-term investments
214

 
8,058

Purchases of long-term investments
(975
)
 
(470
)
Other, net
(1,051
)
 
(8,253
)
Net cash used in investing activities attributable to continuing operations
(52,144
)
 
(12,234
)
Cash flows from financing activities attributable to continuing operations:
 
 
 
Purchase of treasury stock
(88,605
)
 
(222,863
)
Issuance of common stock, net of withholding taxes
552

 
99,212

Dividends
(21,429
)
 
(10,573
)
Excess tax benefits from stock-based awards
12,530

 
6,477

Principal payments on long-term debt
(15,844
)
 

Other, net
(1,101
)
 
22

Net cash used in financing activities attributable to continuing operations
(113,897
)
 
(127,725
)
Total cash used in continuing operations
(73,679
)
 
(80,909
)
Total cash provided by (used in) discontinued operations
2,425

 
(368
)
Effect of exchange rate changes on cash and cash equivalents
(4,966
)
 
1,220

Net decrease in cash and cash equivalents
(76,220
)
 
(80,057
)
Cash and cash equivalents at beginning of period
749,977

 
704,153

Cash and cash equivalents at end of period
$
673,757

 
$
624,096


The accompanying Notes to Consolidated Financial Statements are an integral part of these statements

7


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
IAC is a leading media and internet company comprised of more than 150 brands and products, including Ask.com, About.com, Match.com, HomeAdvisor.com and Vimeo.com. Focused in the areas of search, applications, online dating, local and media, IAC's family of websites is one of the largest in the world, with more than a billion monthly visits across more than 30 countries. IAC includes the businesses comprising its Search & Applications, Match, Local, Media and Other segments, as well as investments in unconsolidated affiliates.
All references to "IAC," the "Company," "we," "our" or "us" in this report are to IAC/InterActiveCorp.
Basis of Presentation
The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated. Investments in entities in which the Company has the ability to exercise significant influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet.
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2012.
Accounting Estimates
The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make certain estimates, judgments and assumptions that impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: the fair values of marketable securities and other investments; the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recovery of definite-lived intangible assets and property and equipment; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts and revenue reserves; the fair value of acquisition-related contingent consideration; the reserves for income tax contingencies; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant.
Certain Risks and Concentrations
A substantial portion of the Company's revenue is derived from online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or changes in advertising spending behavior or in customer buying behavior could adversely affect our operating results. Most of the Company's online advertising revenue is attributable to a services agreement with Google Inc. ("Google"), which expires on March 31, 2016. Our services agreement requires that we comply with certain guidelines promulgated by Google. Subject to certain limitations, Google may unilaterally update its policies and guidelines, which could in turn require modifications to, or prohibit and/or render obsolete certain of, our products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on our business, financial condition and results of operations. For the three months ended March 31, 2013 and 2012, revenue earned from Google is $376.1 million and $328.9 million, respectively. This revenue is earned by the businesses comprising the Search & Applications segment. Accounts receivable related to revenue earned from Google totaled $137.0 million at March 31, 2013 and $125.3 million at December 31, 2012.
NOTE 2—INCOME TAXES
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs.
For the three months ended March 31, 2013, the Company recorded an income tax provision for continuing operations of $25.7 million, which represents an effective income tax rate of 33%. The effective rate for the three months ended March 31, 2013 is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and research credits, partially offset by state taxes. For the three months ended March 31, 2012, the Company recorded an income tax provision for continuing operations of $27.1 million, which represents an effective income tax rate of 47%. The effective rate for the three months ended March 31, 2012 is higher than the statutory rate of 35% due principally to an increase in reserves for and interest on reserves for income tax contingencies and state taxes, partially offset by foreign income taxed at lower rates.
At March 31, 2013 and December 31, 2012, unrecognized tax benefits, including interest, are $497.8 million and $496.8 million, respectively. Unrecognized tax benefits, including interest, for the three months ended March 31, 2013 increased by $1.0 million due principally to interest, partially offset by a net decrease in deductible timing differences. Of the total unrecognized tax benefits at March 31, 2013, $469.8 million is included in "Income taxes payable," $15.0 million relates to deferred tax assets included in "Deferred income taxes" and $13.0 million is included in "Accrued expenses and other current liabilities" in the accompanying consolidated balance sheet. Included in unrecognized tax benefits at March 31, 2013 is $73.6 million relating to tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. If unrecognized tax benefits at March 31, 2013 are subsequently recognized, $110.5 million and $223.3 million, net of related deferred tax assets and interest, would reduce income tax expense for continuing operations and discontinued operations, respectively.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax provision. Included in the income tax provision for continuing operations and discontinued operations for the three months ended March 31, 2013 is a $1.3 million and a $1.0 million expense, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. At March 31, 2013 and December 31, 2012, the Company has accrued $120.9 million and $117.5 million, respectively, for the payment of interest. At March 31, 2013 and December 31, 2012, the Company has accrued $5.0 million for penalties.
The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service ("IRS") has substantially completed its audit of the Company's tax returns for the years ended December 31, 2001 through 2009. The settlement of these tax years has not yet been submitted to the Joint Committee of Taxation for approval. The statute of limitations for the years 2001 through 2009 has been extended to June 30, 2014. Various state and local jurisdictions are currently under examination, the most significant of which are California, New York and New York City for various tax years beginning with 2006. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided may be material. Differences between the reserves for income tax contingencies and the amounts owed by the Company are recorded in the period they become known. The Company believes that it is reasonably possible that its

8


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

unrecognized tax benefits could decrease by $132.8 million within twelve months of the current reporting date, of which approximately $14.4 million could decrease income tax provision, primarily due to settlements, expirations of statutes of limitations, and the reversal of deductible temporary differences that will primarily result in a corresponding decrease in net deferred tax assets. An estimate of other changes in unrecognized tax benefits, while potentially significant, cannot be made.
NOTE 3—BUSINESS COMBINATIONS
Acquisition of Twoo
On January 4, 2013, Meetic S.A, a Match subsidiary, purchased all the outstanding shares of Massive Media NV, which operates Twoo, a social discovery website that allows its users to meet new people. The purchase price was $25.0 million in cash, plus potential additional consideration of up to €83.2 million (or $108.0 million using the March 31, 2013 exchange rate) that is contingent upon a combination of earnings performance and user growth through December 31, 2015. The fair value of the contingent consideration arrangement at the acquisition date was $40.8 million. See Note 5 for additional information related to the fair value measurement of the contingent consideration arrangement.
Acquisition of About, Inc.
On September 24, 2012, IAC completed its purchase of all the outstanding shares of About, Inc. (“The About Group”), an online content and reference library offering expert, quality content across 90,000 topics. The purchase price was $300 million in cash, plus an amount equal to the net working capital of $17.1 million at closing. The financial results of The About Group are included in IAC's consolidated financial statements, within the Search & Applications segment, beginning October 1, 2012.
The unaudited pro forma financial information in the table below summarizes the combined results of IAC and The About Group as if the acquisition of The About Group had occurred on January 1, 2012. The pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of what the results would have been had the acquisition occurred on January 1, 2012. For the three months ended March 31, 2012, pro forma adjustments reflected below include an increase of $5.0 million in amortization of intangible assets.
 
 
Three Months Ended March 31, 2012
 
 
(In thousands, except per share data)
Revenue
 
$
664,545

Net earnings attributable to IAC shareholders
 
$
35,691

Basic earnings per share attributable to IAC shareholders
 
$
0.43

Diluted earnings per share attributable to IAC shareholders
 
$
0.39

NOTE 4—MARKETABLE SECURITIES
At March 31, 2013, current available-for-sale marketable securities are as follows:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
(In thousands)
Corporate debt security
$
1,007

 
$
14

 
$

 
$
1,021

Total debt security
1,007

 
14

 

 
1,021

Equity security

 
4,793

 

 
4,793

Total marketable securities
$
1,007

 
$
4,807

 
$

 
$
5,814


9


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

At December 31, 2012, current available-for-sale marketable securities are as follows:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair Value
 
(In thousands)
Corporate debt securities
$
13,608

 
$
19

 
$

 
$
13,627

Total debt securities
13,608

 
19

 

 
13,627

Equity security

 
6,977

 

 
6,977

Total marketable securities
$
13,608

 
$
6,996

 
$

 
$
20,604

The net unrealized gains in the tables above are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet.
The contractual maturity of the debt security classified as available-for-sale at March 31, 2013 is as follows:
 
Amortized
Cost
 
Estimated
Fair Value
 
(In thousands)
Due after one year through two years
$
1,007

 
$
1,021

Total
$
1,007

 
$
1,021

At March 31, 2013 and December 31, 2012, there are no investments in current available-for-sale marketable securities that are in an unrealized loss position.
The following table presents the proceeds from maturities and sales of current and non-current available-for-sale marketable securities and the related gross realized gains and losses:
 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Proceeds from maturities and sales of available-for-sale marketable securities
$
12,500

 
$
26,401

Gross realized gains

 
1,783

Gross realized losses

 

Gross realized gains and losses from the maturities and sales of available-for-sale marketable securities are included in "Other income, net" in the accompanying consolidated statement of operations.
The specific-identification method is used to determine the cost of securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income into earnings.
NOTE 5—FAIR VALUE MEASUREMENTS
The Company categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:
Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.
Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data. The fair value of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying

10


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

securities that may not be actively traded. Certain of these securities may have different market prices from multiple market data sources, in which case an average market price is used.
Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities. See below for a discussion of fair value measurements made using Level 3 inputs.
The following tables present the Company's assets and liabilities that are measured at fair value on a recurring basis:
 
March 31, 2013
 
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Fair Value
Measurements
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
373,770

 
$

 
$

 
$
373,770

Commercial paper

 
89,987

 

 
89,987

Time deposits

 
93,843

 

 
93,843

Marketable securities:
 
 
 
 
 
 
 
Corporate debt security

 
1,021

 

 
1,021

   Equity security
4,793

 

 

 
4,793

Long-term investments:
 
 
 
 
 
 
 
Auction rate security

 

 
8,580

 
8,580

Marketable equity securities
27,152

 

 

 
27,152

Total
$
405,715

 
$
184,851

 
$
8,580

 
$
599,146

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Contingent consideration arrangement
$

 
$

 
$
(42,295
)
 
$
(42,295
)


11


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

 
December 31, 2012
 
Quoted Market
Prices in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Total
Fair Value
Measurements
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
Money market funds
$
545,290

 
$

 
$

 
$
545,290

Time deposits

 
11,994

 

 
11,994

Marketable securities:
 
 
 
 
 
 
 
Corporate debt securities

 
13,627

 

 
13,627

Equity security
6,977

 

 

 
6,977

Long-term investments:
 
 
 
 
 
 
 
Auction rate security

 

 
8,100

 
8,100

Marketable equity securities
31,244

 

 

 
31,244

Total
$
583,511

 
$
25,621

 
$
8,100

 
$
617,232

The following table presents the changes in the Company's assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
 
Three Months Ended March 31,
 
2013
 
2012
 
Auction Rate
Security
 
Contingent
Consideration
Arrangement
 
Auction Rate
Security
 
Contingent
Consideration
Arrangement
 
(In thousands)
Balance at January 1
$
8,100

 
$

 
$
5,870

 
$
(10,000
)
Total net gains (losses) (unrealized):
 
 


 
 
 
 
Included in earnings

 
(1,458
)
 

 

Included in other comprehensive income
480

 

 
1,850

 

Fair value at date of acquisition

 
(40,837
)
 

 

Settlements

 

 

 
10,000

Balance at March 31
$
8,580

 
$
(42,295
)
 
$
7,720

 
$

There are no gains or losses included in earnings for the three months ended March 31, 2012 relating to the Company's assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs.
Auction rate security
The Company's auction rate security is valued by discounting the estimated future cash flow streams of the security over the life of the security. Credit spreads and other risk factors are also considered in establishing fair value. The cost basis of the auction rate security is $10.0 million, with gross unrealized losses of $1.4 million and $1.9 million at March 31, 2013 and December 31, 2012, respectively. The unrealized losses are included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. At March 31, 2013, the auction rate security is rated A-/WR and matures in 2035. The Company does not consider the auction rate security to be other-than-temporarily impaired at March 31, 2013, due to its high credit rating and because the Company does not intend to sell this security, and it is not more likely than not that the Company will be required to sell this security, before the recovery of its amortized cost basis, which may be maturity.

12


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Contingent Consideration Arrangement
The contingent consideration arrangement arose from the acquisition of Twoo in the first quarter of 2013 (see Note 3 for additional information). The fair value of the contingent consideration arrangement was determined using a probability-weighted analysis, and reflects a discount rate of 15%, which captures the risks associated with the obligation. The probability-weighted analysis consists of the Company's multi-scenario forecasts of Twoo's earnings and the number of users of Twoo.com in accordance with the contingent consideration arrangement through December 31, 2015, and the Company's estimate of the probability of each scenario occurring. These multi-scenario forecasts and related probability assessments were based primarily on management's internal projections and strategic plans, with limited additional consideration given to growth trends of similarly situated businesses. The fair value of the contingent consideration arrangement is sensitive to changes in the discount rate and changes in the forecasts of earnings and website users. The Company will remeasure the fair value of the contingent consideration arrangement each reporting period, and changes will be recognized in “General and administrative expense” in the Company's consolidated statement of operations. During the first quarter of 2013, the fair value of the contingent consideration arrangement increased by $1.5 million due to interest accretion. The contingent consideration arrangement liability at March 31, 2013 includes a current portion of $1.3 million and non-current portion of $41.0 million, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet.
Assets measured at fair value on a nonrecurring basis
The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity and cost method investments, are adjusted to fair value only when an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
NOTE 6—FINANCIAL INSTRUMENTS
The fair value of the financial instruments listed below have been determined by the Company using available market information and appropriate valuation methodologies.
 
March 31, 2013
 
December 31, 2012
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
(In thousands)
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
673,757

 
$
673,757

 
$
749,977

 
$
749,977

Marketable securities
5,814

 
5,814

 
20,604

 
20,604

Long-term marketable equity securities
27,152

 
27,152

 
31,244

 
31,244

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Current maturities of long-term debt
$

 
$

 
$
(15,844
)
 
$
(15,875
)
Contingent consideration arrangement
(42,295
)
 
(42,295
)
 

 

Long-term debt, net of current maturities
(580,000
)
 
(572,784
)
 
(580,000
)
 
(581,994
)
The carrying value of cash equivalents approximates fair value due to their short-term maturity. The fair value of long-term debt, including current maturities, is estimated using quoted market prices or indices for similar liabilities and taking into consideration other factors such as credit quality and maturity. See Note 5 for information on the fair value of marketable securities and the fair value of the contingent consideration arrangement. The fair value of long-term debt, including current maturities, is determined only for disclosure purposes and is based on Level 3 inputs.
The cost basis of the Company's long-term marketable equity securities at March 31, 2013 and December 31, 2012 is $42.1 million, with gross unrealized losses of $14.9 million and $10.8 million, respectively, included in "Accumulated other comprehensive loss" in the accompanying consolidated balance sheet. At March 31, 2013, the Company's long-term marketable equity securities are both in an unrealized loss position. The Company evaluated the near term prospects of the issuers in

13


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

relation to the severity and duration of the unrealized losses and based on that evaluation and the Company's ability and intent to hold these securities for a reasonable period of time sufficient for an expected recovery of fair value, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2013.
At March 31, 2013 and December 31, 2012, the carrying values of the Company's investments accounted for under the cost method totaled $114.3 million and $113.8 million, respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. The Company evaluates each cost method investment for possible impairment on a quarterly basis and determines the fair value if indicators of impairment are deemed to be present; the Company recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost method investment, then the fair value of such cost method investment is not estimated, as it is impracticable to do so.
NOTE 7—LONG-TERM DEBT
The balance of long-term debt is comprised of:
 
March 31,
2013
 
December 31, 2012
 
(In thousands)
7.00% Senior Notes due January 15, 2013 (the "2002 Senior Notes"); interest payable each January 15 and July 15 which commenced July 15, 2003
$

 
$
15,844

4.75% Senior Notes due December 15, 2022 (the "2012 Senior Notes"); interest payable each June 15 and December 15 commencing June 15, 2013
500,000

 
500,000

5% New York City Industrial Development Agency Liberty Bonds due September 1, 2035; interest payable each March 1 and September 1 which commenced March 1, 2006
80,000

 
80,000

Total long-term debt
$
580,000

 
595,844

Less current maturities

 
(15,844
)
Long-term debt, net of current maturities
$
580,000

 
$
580,000

On December 21, 2012, the Company issued $500.0 million aggregate principal amount of 4.75% Senior Notes due December 15, 2022 in a private offering. The 2012 Senior Notes were issued at par. Certain domestic subsidiaries have unconditionally guaranteed the 2012 Senior Notes. See Note 14 for guarantor and non-guarantor financial information.
On December 21, 2012, the Company entered into a $300.0 million revolving credit facility, which expires on December 21, 2017. The annual fee to maintain the revolving credit facility is 25 basis points. At March 31, 2013, there are no outstanding borrowings under the revolving credit facility. IAC's obligation under the revolving credit facility is unconditionally guaranteed by certain domestic subsidiaries and is also secured by the stock of certain of our domestic and foreign subsidiaries.

NOTE 8—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table presents items reclassified out of accumulated other comprehensive loss into earnings:
 
Foreign Currency Translation Adjustment
 
Unrealized Losses On Available-For-Sale Securities
 
Accumulated Other Comprehensive Loss
 
(In thousands)
Balance as of December 31, 2012
$
(25,073
)
 
$
(7,096
)
 
$
(32,169
)
Other comprehensive loss before reclassifications
(6,951
)
 
(4,975
)
 
(11,926
)
Amounts reclassified from accumulated other comprehensive loss

 
(1
)
 
(1
)
Net current period other comprehensive loss
(6,951
)
 
(4,976
)
 
(11,927
)
Balance as of March 31, 2013
$
(32,024
)
 
$
(12,072
)
 
$
(44,096
)

14


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Unrealized gains, net of tax, reclassified out of accumulated other comprehensive loss related to the maturities and sales of available-for-sale securities are included in "Other income, net" in the accompanying consolidated statement of operations. Unrealized gains, net of tax, reclassified out of accumulated other comprehensive loss into other (expense) income, net for the three months ended March 31, 2012 was less than $0.1 million.

NOTE 9—EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share attributable to IAC shareholders.
 
Three Months Ended March 31,
 
2013
 
2012
 
Basic
 
Diluted
 
Basic
 
Diluted
 
(In thousands, except per share data)
Numerator:
 
 
 
 
 
 
 
Earnings from continuing operations
$
52,709

 
$
52,709

 
$
31,153

 
$
31,153

Net loss (earnings) attributable to noncontrolling interests
1,872

 
1,872

 
(359
)
 
(359
)
Earnings from continuing operations attributable to IAC shareholders
54,581

 
54,581

 
30,794

 
30,794

(Loss) earnings from discontinued operations attributable to IAC shareholders
(944
)
 
(944
)
 
3,684

 
3,684

Net earnings attributable to IAC shareholders
$
53,637

 
$
53,637

 
$
34,478

 
$
34,478

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average basic shares outstanding
84,218

 
84,218

 
82,801

 
82,801

Dilutive securities including stock options, warrants and RSUs(a)(b)

 
3,162

 

 
8,917

Denominator for earnings per share—weighted average shares(a)(b)
84,218

 
87,380

 
82,801

 
91,718

 
 
 
 
 
 
 
 
Earnings (loss) per share attributable to IAC shareholders:
 
 
 
 
 
 
 
Earnings per share from continuing operations
$
0.65

 
$
0.62

 
$
0.37

 
$
0.34

Discontinued operations
(0.01
)
 
(0.01
)
 
0.05

 
0.04

Earnings per share
$
0.64

 
$
0.61

 
$
0.42

 
$
0.38

____________________________________________
(a)
If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and warrants and vesting of restricted stock units ("RSUs") and performance-based stock units ("PSUs"). As of May 8, 2012, there are no warrants outstanding. For the three months ended March 31, 2013 and 2012, approximately 3.4 million and 2.7 million shares, respectively, related to potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

(b)
At March 31, 2013, there were approximately 0.1 million PSUs included in the calculation of diluted earnings per share, as their performance conditions have been met. Prior to September 30, 2012, no PSUs were included in diluted earnings per share. For the three months ended March 31, 2013 and 2012, approximately 0.1 million and 3.1 million PSUs are excluded from the calculation of diluted earnings per share.
NOTE 10—SEGMENT INFORMATION
The overall concept that IAC employs in determining its operating segments is to present the financial information in a manner consistent with how the chief operating decision maker and executive management view the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of services or products offered or the target market. Operating segments are combined for reporting purposes if they meet certain aggregation criteria, which principally relate to the similarity of their economic characteristics or, in the case of Other, do not meet the quantitative thresholds that require separate presentation as separate operating segments.

15


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)


 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Revenue:
 
 
 
Search & Applications
$
397,192

 
$
343,198

Match
188,862

 
174,275

Local
74,945

 
77,119

Media
45,315

 
15,911

Other
36,045

 
30,206

Inter-segment elimination
(110
)
 
(109
)
Total
$
742,249

 
$
640,600

 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Operating Income (Loss):
 
 
 
Search & Applications
$
86,983

 
$
73,490

Match
40,959

 
29,906

Local
(3,403
)
 
3,789

Media
(8,828
)
 
(6,669
)
Other
(3,222
)
 
(1,714
)
Corporate
(27,938
)
 
(36,037
)
Total
$
84,551

 
$
62,765

 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Operating Income Before Amortization:
 
 
 
Search & Applications
$
93,649

 
$
73,500

Match
46,303

 
37,328

Local
(1,001
)
 
3,950

Media
(8,374
)
 
(6,401
)
Other
(2,499
)
 
(1,398
)
Corporate
(15,328
)
 
(15,707
)
Total
$
112,750

 
$
91,272


16


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Depreciation:
 
 
 
Search & Applications
$
3,865

 
$
3,291

Match
4,677

 
3,537

Local
2,346

 
2,801

Media
523

 
179

Other
302

 
244

Corporate
2,303

 
2,063

Total
$
14,016

 
$
12,115

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:
 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Revenue:
 
 
 
United States
$
514,614

 
$
445,660

All other countries
227,635

 
194,940

Total
$
742,249

 
$
640,600

 
 
March 31,
2013
 
December 31,
2012
 
(In thousands)
Long-lived assets (excluding goodwill and intangible assets):
 
 
 
United States
$
271,502

 
$
251,379

All other countries
21,780

 
19,133

Total
$
293,282

 
$
270,512


The Company's primary metric is Operating Income Before Amortization, which is defined as operating income excluding, if applicable: (1) non-cash compensation expense, (2) amortization and impairment of intangibles, (3) goodwill impairment, (4) acquisition-related contingent consideration fair value adjustments and (5) one-time items. The Company believes this measure is useful to investors because it represents the consolidated operating results from IAC's segments, taking into account depreciation, which it believes is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses, including non-cash compensation and acquisition related accounting. IAC endeavors to compensate for the limitations of the non-U.S. GAAP measure presented by providing the comparable U.S. GAAP measure with equal or greater prominence, financial statements prepared in accordance with U.S. GAAP, and descriptions of the reconciling items, including quantifying such items, to derive the non-U.S. GAAP measure.

The following tables reconcile Operating Income Before Amortization to operating income (loss) for the Company's reportable segments:

17


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

 
Three Months Ended March 31, 2013
 
Operating
Income Before
Amortization
 
Non-Cash
Compensation
Expense
 
Amortization
of Intangibles
 
Acquisition-related Contingent Consideration Fair Value Adjustment
 
Operating
Income
(Loss)
 
(In thousands)
Search & Applications
$
93,649

 
$
(3
)
 
$
(6,663
)
 
$

 
$
86,983

Match
46,303

 
157

 
(4,043
)
 
(1,458
)
 
40,959

Local
(1,001
)
 

 
(2,402
)
 

 
(3,403
)
Media
(8,374
)
 
(205
)
 
(249
)
 

 
(8,828
)
Other
(2,499
)
 
(2
)
 
(721
)
 

 
(3,222
)
Corporate
(15,328
)
 
(12,610
)
 

 

 
(27,938
)
Total
$
112,750

 
$
(12,663
)
 
$
(14,078
)
 
$
(1,458
)
 
$
84,551

 
Three Months Ended March 31, 2012
 
Operating
Income Before
Amortization
 
Non-Cash
Compensation
Expense
 
Amortization
of Intangibles
 
Operating
Income
(Loss)
 
(In thousands)
Search & Applications
$
73,500

 
$
(8
)
 
$
(2
)
 
$
73,490

Match
37,328

 
(907
)
 
(6,515
)
 
29,906

Local
3,950

 

 
(161
)
 
3,789

Media
(6,401
)
 
(268
)
 

 
(6,669
)
Other
(1,398
)
 
47

 
(363
)
 
(1,714
)
Corporate
(15,707
)
 
(20,330
)
 

 
(36,037
)
Total
$
91,272

 
$
(21,466
)
 
$
(7,041
)
 
$
62,765


18


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 11—CONSOLIDATED FINANCIAL STATEMENT DETAILS
 
March 31,
2013
 
December 31,
2012
 
(In thousands)
Property and equipment, net:
 
 
 
Buildings and leasehold improvements
$
245,639

 
$
238,652

Computer equipment and capitalized software
207,543

 
197,402

Furniture and other equipment
44,253

 
42,949

Projects in progress
36,189

 
19,303

Land
5,117

 
5,117

 
538,741

 
503,423

Accumulated depreciation and amortization
(245,459
)
 
(232,911
)
Property and equipment, net
$
293,282

 
$
270,512

 
Three Months Ended March 31,
 
2013
 
2012
 
(In thousands)
Other income, net:
 
 
 
Interest income
$
474

 
$
886

Foreign currency exchange gains
1,364

 
348

Gain on sales of investments
147

 
1,764

Other
(327
)
 
(242
)
Other income, net
$
1,658

 
$
2,756

NOTE 12—SUPPLEMENTAL CASH FLOW INFORMATION
The consideration for the acquisition of Twoo on January 4, 2013 includes a contingent consideration arrangement, which is described in Note 3 and Note 5.

NOTE 13—CONTINGENCIES
In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See Note 2 for additional information related to income tax contingencies.

19


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

NOTE 14—GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
The 2012 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 March 31, 2013 and December 31, 2012 and for the three months ended March 31, 2013 and 2012 for: IAC, on a stand-alone basis; the combined guarantor subsidiaries of IAC; the combined non-guarantor subsidiaries of IAC; and IAC on a consolidated basis.

Balance sheet at March 31, 2013:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Total Eliminations
 
IAC Consolidated
 
(In thousands)
Cash and cash equivalents
$
430,356

 
$

 
$
243,401

 
$

 
$
673,757

Marketable securities
5,814

 

 

 

 
5,814

Accounts receivable, net
35

 
148,666

 
86,480

 

 
235,181

Other current assets
26,558

 
60,849

 
55,106

 
(1,583
)
 
140,930

Intercompany receivables

 
536,367

 
1,790,850

 
(2,327,217
)
 

Property and equipment, net
4,053

 
178,444

 
110,785

 

 
293,282

Goodwill

 
1,189,864

 
484,356

 

 
1,674,220

Intangible assets, net

 
331,408

 
147,376

 

 
478,784

Investment in subsidiaries
4,463,712

 
674,547

 

 
(5,138,259
)
 

Other non-current assets
322,411

 
16,895

 
111,812

 
(172,840
)
 
278,278

Total assets
$
5,252,939

 
$
3,137,040

 
$
3,030,166

 
$
(7,639,899
)
 
$
3,780,246

 
 
 
 
 
 
 
 
 
 
Accounts payable, trade
$
3,983

 
$
42,672

 
$
31,513

 
$

 
$
78,168

Other current liabilities
33,262

 
245,294

 
236,232

 
(1,517
)
 
513,271

Long-term debt, net of current maturities
500,000

 
80,000

 

 

 
580,000

Income taxes payable
439,991

 
25,554

 
12,407

 
3,956

 
481,908

Intercompany liabilities
2,638,794

 

 
(311,577
)
 
(2,327,217
)
 

Other long-term liabilities
390

 
90,425

 
467,202

 
(176,862
)
 
381,155

Redeemable noncontrolling interests

 
1,379

 
57,875

 

 
59,254

IAC shareholders' equity
1,636,519

 
2,651,716

 
2,486,543

 
(5,138,259
)
 
1,636,519

Noncontrolling interests

 

 
49,971

 

 
49,971

Total liabilities and shareholders' equity
$
5,252,939

 
$
3,137,040

 
$
3,030,166

 
$
(7,639,899
)
 
$
3,780,246


20


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Balance sheet at December 31, 2012:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Total Eliminations
 
IAC Consolidated
 
(In thousands)
Cash and cash equivalents
$
501,075

 
$

 
$
248,902

 
$

 
$
749,977

Marketable securities
20,604

 

 

 

 
20,604

Accounts receivable, net
43

 
142,627

 
87,160

 

 
229,830

Other current assets
58,441

 
53,611

 
45,324

 
(1,037
)
 
156,339

Intercompany receivables

 
501,933

 
10,638,870

 
(11,140,803
)
 

Property and equipment, net
4,116

 
179,582

 
86,814

 

 
270,512

Goodwill

 
1,190,199

 
425,955

 

 
1,616,154

Intangible assets, net

 
340,631

 
142,273

 

 
482,904

Investment in subsidiaries
12,913,747

 
611,869

 

 
(13,525,616
)
 

Other non-current assets
320,586

 
16,509

 
109,912

 
(167,499
)
 
279,508

Total assets
$
13,818,612

 
$
3,036,961

 
$
11,785,210

 
$
(24,834,955
)
 
$
3,805,828

 
 
 
 
 
 
 
 
 
 
Accounts payable, trade
$
4,366

 
$
64,888

 
$
29,060

 
$

 
$
98,314

Other current liabilities
74,230

 
215,884

 
238,113

 
(1,652
)
 
526,575

Long-term debt, net of current maturities
500,000

 
80,000

 

 

 
580,000

Income taxes payable
440,110

 
25,428

 
14,407

 

 
479,945

Intercompany liabilities
11,140,803

 

 

 
(11,140,803
)
 

Other long-term liabilities
3,375

 
89,595

 
429,147

 
(166,884
)
 
355,233

Redeemable noncontrolling interests

 
1,388

 
56,738

 

 
58,126

IAC shareholders' equity
1,655,728

 
2,559,778

 
10,965,838

 
(13,525,616
)
 
1,655,728

Noncontrolling interests

 

 
51,907

 

 
51,907

Total liabilities and shareholders' equity
$
13,818,612

 
$
3,036,961

 
$
11,785,210

 
$
(24,834,955
)
 
$
3,805,828


21


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Statement of operations for the three months ended March 31, 2013:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Total Eliminations
 
IAC Consolidated
 
(In thousands)
Revenue
$

 
$
515,784

 
$
227,502

 
$
(1,037
)
 
$
742,249

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)
677

 
152,905

 
102,279

 
(779
)
 
255,082

Selling and marketing expense
431

 
170,667

 
72,073

 
(257
)
 
242,914

General and administrative expense
22,245

 
41,147

 
34,635

 
(1
)
 
98,026

Product development expense
899

 
21,279

 
11,404

 

 
33,582

Depreciation
367

 
8,624

 
5,025

 

 
14,016

Amortization of intangibles

 
8,910

 
5,168

 

 
14,078

Total costs and expenses
24,619

 
403,532

 
230,584

 
(1,037
)
 
657,698

Operating (loss) income
(24,619
)
 
112,252

 
(3,082
)
 

 
84,551

Equity in earnings (losses) of unconsolidated affiliates
113,783

 
2,771

 
(91
)
 
(116,554
)
 
(91
)
Interest expense
(6,557
)
 
(1,065
)
 
(41
)
 

 
(7,663
)
Other (expense) income, net
(55,448
)
 
(18,730
)
 
75,836

 

 
1,658

Earnings from continuing operations before income taxes
27,159

 
95,228

 
72,622

 
(116,554
)
 
78,455

Income tax benefit (provision)
27,422

 
(33,332
)
 
(19,836
)
 

 
(25,746
)
Earnings from continuing operations
54,581

 
61,896

 
52,786

 
(116,554
)
 
52,709

(Loss) earnings from discontinued operations, net of tax
(944
)
 

 
7

 
(7
)
 
(944
)
Net earnings
53,637

 
61,896

 
52,793

 
(116,561
)
 
51,765

Net loss attributable to noncontrolling interests

 
8

 
1,864

 

 
1,872

Net earnings attributable to IAC shareholders
$
53,637

 
$
61,904

 
$
54,657

 
$
(116,561
)
 
$
53,637

Comprehensive income attributable to IAC shareholders
$
41,710

 
$
61,829

 
$
49,313

 
$
(111,142
)
 
$
41,710


22


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Statement of operations for the three months ended March 31, 2012:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Total Eliminations
 
IAC Consolidated
 
(In thousands)
Revenue
$

 
$
458,812

 
$
182,252

 
$
(464
)
 
$
640,600

Costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)
1,394

 
144,207

 
78,080

 
(110
)
 
223,571

Selling and marketing expense
903

 
157,575

 
61,725

 
(365
)
 
219,838

General and administrative expense
29,339

 
37,356

 
25,082

 
11

 
91,788

Product development expense
1,376

 
16,942

 
5,164

 

 
23,482

Depreciation
147

 
8,586

 
3,382

 

 
12,115

Amortization of intangibles

 
630

 
6,411

 

 
7,041

Total costs and expenses
33,159

 
365,296

 
179,844

 
(464
)
 
577,835

Operating (loss) income
(33,159
)
 
93,516

 
2,408

 

 
62,765

Equity in earnings (losses) of unconsolidated affiliates
96,239

 
4,161

 
(4,053
)
 
(102,248
)
 
(5,901
)
Interest expense
(278
)
 
(1,065
)
 
(4
)
 

 
(1,347
)
Other (expense) income, net
(104,487
)
 
1,281

 
105,962

 

 
2,756

(Loss) earnings from continuing operations before income taxes
(41,685
)
 
97,893

 
104,313

 
(102,248
)
 
58,273

Income tax benefit (provision)
72,479

 
(36,827
)
 
(62,772
)
 

 
(27,120
)
Earnings from continuing operations
30,794

 
61,066

 
41,541

 
(102,248
)
 
31,153

Earnings (loss) from discontinued operations, net of tax
3,684

 

 
(460
)
 
460

 
3,684

Net earnings
34,478

 
61,066

 
41,081

 
(101,788
)
 
34,837

Net loss (earnings) attributable to noncontrolling interests

 
16

 
(375
)
 

 
(359
)
Net earnings attributable to IAC shareholders
$
34,478

 
$
61,082

 
$
40,706

 
$
(101,788
)
 
$
34,478

Comprehensive income attributable to IAC shareholders
$
65,374

 
$
61,106

 
$
46,861

 
$
(107,967
)
 
$
65,374


23


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Statement of cash flows for the three months ended March 31, 2013:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Total Eliminations
 
IAC Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities attributable to continuing operations
$
(1,106
)
 
$
105,567

 
$
(12,099
)
 
$

 
$
92,362

Cash flows from investing activities attributable to continuing operations:
 
 
 
 
 
 
 
 
 
Acquisitions, net of cash acquired

 
(6,060
)
 
(23,134
)
 

 
(29,194
)
Capital expenditures
(78
)
 
(5,059
)
 
(28,501
)
 

 
(33,638
)
Proceeds from maturities and sales of marketable debt securities
12,500

 

 

 

 
12,500

Proceeds from sales of long-term investments

 

 
214

 

 
214

Purchases of long-term investments

 

 
(975
)
 

 
(975
)
Other, net
(55
)
 

 
(996
)
 

 
(1,051
)
Net cash provided by (used in) investing activities attributable to continuing operations
12,367

 
(11,119
)
 
(53,392
)
 

 
(52,144
)
Cash flows from financing activities attributable to continuing operations:
 
 
 
 
 
 
 
 
 
Purchase of treasury stock
(88,605
)
 

 

 

 
(88,605
)
Issuance of common stock, net of withholding taxes
552

 

 

 

 
552

Dividends
(21,429
)
 

 

 

 
(21,429
)
Excess tax benefits from stock-based awards
12,530

 

 

 

 
12,530

Principal payments on long-term debt
(15,844
)
 

 

 

 
(15,844
)
Intercompany
29,317

 
(94,447
)
 
65,130

 

 

Other, net
(927
)
 
(29
)
 
(145
)
 

 
(1,101
)
Net cash (used in) provided by financing activities attributable to continuing operations
(84,406
)
 
(94,476
)
 
64,985

 

 
(113,897
)
Total cash used in continuing operations
(73,145
)
 
(28
)
 
(506
)
 

 
(73,679
)
Total cash provided by (used in) discontinued operations
2,426

 

 
(1
)
 

 
2,425

Effect of exchange rate changes on cash and cash equivalents

 
28

 
(4,994
)
 

 
(4,966
)
Net decrease in cash and cash equivalents
(70,719
)
 

 
(5,501
)
 

 
(76,220
)
Cash and cash equivalents at beginning of period
501,075

 

 
248,902

 

 
749,977

Cash and cash equivalents at end of period
$
430,356

 
$

 
$
243,401

 
$

 
$
673,757




24


IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Statement of cash flows for the three months ended March 31, 2012:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Total Eliminations
 
IAC Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities attributable to continuing operations
$
(19,544
)
 
$
82,531

 
$
(3,937
)
 
$

 
$
59,050

Cash flows from investing activities attributable to continuing operations:
 
 
 
 
 
 
 
 
 
Acquisitions, net of cash acquired

 
(10,267
)
 

 

 
(10,267
)
Capital expenditures
(31
)
 
(6,182
)
 
(3,420
)
 

 
(9,633
)
Proceeds from maturities and sales of marketable debt securities
18,343

 

 

 

 
18,343

Purchases of marketable debt securities
(10,012
)
 

 

 

 
(10,012
)
Proceeds from sales of long-term investments
8,058

 

 

 

 
8,058

Purchases of long-term investments

 
(20
)
 
(450
)
 

 
(470
)
Other, net
(350
)
 
(299
)
 
(7,604
)
 

 
(8,253
)
Net cash provided by (used in) investing activities attributable to continuing operations
16,008

 
(16,768
)
 
(11,474
)
 

 
(12,234
)
Cash flows from financing activities attributable to continuing operations:
 
 
 
 
 
 
 
 
 
Purchase of treasury stock
(222,863
)
 

 

 

 
(222,863
)
Issuance of common stock, net of withholding taxes
99,212

 

 

 

 
99,212

Dividends
(10,573
)
 

 

 

 
(10,573
)
Excess tax benefits from stock-based awards
6,477

 

 

 

 
6,477

Intercompany
33,687

 
(65,755
)
 
32,068

 

 

Other, net

 

 
22

 

 
22

Net cash (used in) provided by financing activities attributable to continuing operations
(94,060
)
 
(65,755
)
 
32,090

 

 
(127,725
)
Total cash (used in) provided by continuing operations
(97,596
)
 
8

 
16,679

 

 
(80,909
)
Total cash used in discontinued operations
(333
)
 

 
(35
)
 

 
(368
)
Effect of exchange rate changes on cash and cash equivalents

 
(8
)
 
1,228

 

 
1,220

Net (decrease) increase in cash and cash equivalents
(97,929
)
 

 
17,872

 

 
(80,057
)
Cash and cash equivalents at beginning of period
545,222

 

 
158,931

 

 
704,153

Cash and cash equivalents at end of period
$
447,293

 
$

 
$
176,803

 
$

 
$
624,096



25



Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL
Management Overview

IAC is a leading media and internet company comprised of more than 150 brands and products, including Ask.com, About.com, Match.com, HomeAdvisor.com and Vimeo.com. Focused in the areas of search, applications, online dating, local and media, IAC's family of websites is one of the largest in the world, with more than a billion monthly visits across more than 30 countries.

For a more detailed description of the Company's operating businesses, see the Company's annual report on Form 10-K for the year ended December 31, 2012.

Results of Operations for the three months ended March 31, 2013 compared to the three months ended March 31, 2012

Revenue
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Search & Applications
$
397,192

 
$
53,994

 
16%
 
$
343,198

Match
188,862

 
14,587

 
8%
 
174,275

Local
74,945

 
(2,174
)
 
(3)%
 
77,119

Media
45,315

 
29,404

 
185%
 
15,911

Other
36,045

 
5,839

 
19%
 
30,206

Inter-segment elimination
(110
)
 
(1
)
 
(1)%
 
(109
)
Total
$
742,249

 
$
101,649

 
16%
 
$
640,600


Search & Applications revenue increased 16% to $397.2 million, reflecting strong growth from both Websites (which includes Ask.com, About.com and Dictionary.com) and Applications (which includes our direct to consumer downloadable applications business (B2C) and our partnership operations (B2B), as well as our Ask.com and Dictionary.com downloadable applications). Websites revenue grew 19% to $189.6 million, reflecting the contribution from The About Group, acquired September 24, 2012, which had revenue of $31.3 million. Applications revenue grew 13% to $207.5 million, driven by increased contributions from existing B2B partners and new B2C products.

Match revenue increased 8% to $188.9 million driven by increases in subscribers. Core revenue (which consists of Match.com in the U.S., Chemistry and People Media), Meetic revenue and Developing revenue (which includes OkCupid, DateHookup, Twoo and Match's international operations, excluding Meetic) increased 5% to $113.8 million; 13% to $55.0 million; and 20% to $20.1 million, respectively. Developing revenue was further impacted by the contribution of Twoo, acquired January 4, 2013. Meetic revenue in 2012 of $48.6 million was negatively impacted by the write-off of $5.2 million of deferred revenue in connection with its acquisition.

Local revenue decreased 3% to $74.9 million, primarily reflecting a decline from HomeAdvisor's operations, partially offset by an increase from CityGrid Media due to the contribution of Felix, a pay-per-call advertising service acquired August 20, 2012. HomeAdvisor domestic revenue was negatively impacted by a 20% decrease in accepted service requests due primarily to the domain name change.

Media revenue increased 185% to $45.3 million primarily due to the contribution from News_Beast (formerly The Newsweek/DailyBeast Company), consolidated beginning June 1, 2012 following the Company's acquisition of a controlling interest, as well as strong growth from Electus and Vimeo.

Other revenue increased 19% to $36.0 million primarily due to the contribution from Tutor.com, an online tutoring solution acquired December 14, 2012.

26




A substantial portion of the Company's revenue is derived from online advertising. Most of the Company's online advertising revenue is attributable to our services agreement with Google Inc. ("Google"), which expires on March 31, 2016. For the three months ended Match 31, 2013 and 2012, revenue earned from Google was $376.1 million and $328.9 million, respectively. This revenue was earned by the businesses comprising the Search & Applications segment.

Cost of revenue
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Cost of revenue
$255,082
 
$31,511
 
14%
 
$223,571
As a percentage of revenue
34%
 
 
 
 
 
35%

Cost of revenue consists primarily of traffic acquisition costs. Traffic acquisition costs consist of payments made to partners who distribute our B2B customized browser-based applications, integrate our paid listings into their websites or direct traffic to our websites. 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 digital media produced by Electus and other businesses within our Media segment, content acquisition costs, expenses associated with the operation of the Company's data centers, including compensation and other employee-related costs (including stock-based compensation) for personnel engaged in data center functions, rent, energy and bandwidth costs.

Cost of revenue in 2013 increased from 2012 primarily due to increases of $19.4 million from Media, $8.2 million from Search & Applications and $4.5 million from Other. The increase in cost of revenue from Media was primarily due to increased production costs at Electus related to the increase in its revenue and News_Beast, consolidated beginning June 1, 2012. Cost of revenue from Search & Applications increased primarily due to an increase of $6.1 million in traffic acquisition costs driven by increased revenue from our B2B operations. As a percentage of revenue, traffic acquisition costs at Search & Applications decreased compared to the prior year due to an increase in the proportion of revenue from Websites which resulted from the acquisition of The About Group. The increase in cost of revenue from Other is due to Tutor.com, acquired December 14, 2012, and an increase in the cost of products sold at Shoebuy resulting from increased sales.

Selling and marketing expense
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Selling and marketing expense
$242,914
 
$23,076
 
10%
 
$219,838
As a percentage of revenue
33%
 
 
 
 
 
34%

Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales, sales support and customer service functions. Advertising and promotional expenditures include online marketing, including fees paid to search engines and third parties that distribute our B2C downloadable applications, and offline marketing, which is primarily television advertising.

Selling and marketing expense in 2013 increased from 2012 primarily due to increases of $14.0 million from Search & Applications, $3.7 million from Media and $3.1 million from Match. The increase from Search & Applications is primarily due to increases of $9.0 million and $4.4 million in online marketing and compensation and other employee-related costs, respectively. The increase in online marketing from Search & Applications is primarily related to Ask.com and About.com. Selling and marketing expense at Media increased primarily due to an increase of $2.0 million in online marketing spend at Vimeo. The increase from Match is due to an increase of $3.1 million in offline marketing spend.


27



General and administrative expense
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
General and administrative expense
$98,026
 
$6,238
 
7%
 
$91,788
As a percentage of revenue
13%
 
 
 
 
 
14%

General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in executive management, finance, legal, tax and human resources, facilities costs and fees for professional services.

General and administrative expense in 2013 increased from 2012 primarily due to increases of $5.6 million from Media, $4.3 million from Search & Applications and $2.3 million from Other, partially offset by a decrease of $6.7 million from corporate. The increase in general and administrative expense from Media resulted primarily from the inclusion of News_Beast, consolidated beginning June 1, 2012. General and administrative expense from Search & Applications increased primarily due to the inclusion of The About Group, acquired on September 24, 2012, and an increase in compensation and other employee-related costs. The increase in general and administrative expense from Other is primarily due to the inclusion of Tutor.com, acquired on December 14, 2012. General and administrative expense from corporate decreased primarily due to a decrease of $6.1 million in non-cash compensation expense as certain awards fully vested during the fourth quarter of 2012.

Product development expense
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Product development expense
$33,582
 
$10,100
 
43%
 
$23,482
As a percentage of revenue
5%
 
 
 
 
 
4%

Product development expense consists primarily of compensation and other employee-related costs (including stock-based compensation) that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology.

Product development expense in 2013 increased from 2012 primarily due to increases of $6.8 million from Search & Applications and $2.3 million from Media. The increase in product development expense from Search & Applications is primarily due to a decrease in costs being capitalized in the current year period as well as an increase in compensation and other employee-related costs associated with the inclusion of The About Group, acquired on September 24, 2012. The increase from Media is primarily due to News_Beast, consolidated beginning June 1, 2012.

Depreciation
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Depreciation
$14,016
 
$1,901
 
16%
 
$12,115
As a percentage of revenue
2%
 
 
 
 
 
2%

Depreciation in 2013 increased from 2012 resulting primarily from the incremental depreciation associated with capital expenditures made throughout 2012 and various acquisitions, partially offset by certain fixed assets becoming fully depreciated in 2012.


28



Operating Income Before Amortization
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Search & Applications
$
93,649

 
$
20,149

 
27%
 
$
73,500

Match
46,303

 
8,975

 
24%
 
37,328

Local
(1,001
)
 
(4,951
)
 
NM
 
3,950

Media
(8,374
)
 
(1,973
)
 
(31)%
 
(6,401
)
Other
(2,499
)
 
(1,101
)
 
(79)%
 
(1,398
)
Corporate
(15,328
)
 
379

 
2%
 
(15,707
)
Total
$
112,750

 
$
21,478

 
24%
 
$
91,272


Search & Applications Operating Income Before Amortization increased 27% to $93.6 million, benefiting from the higher revenue noted above, partially offset by increases of $14.0 million in selling and marketing expense, $6.8 million in product development expense, $6.1 million in traffic acquisition costs and $4.3 million in general and administrative expense. The increase in selling and marketing expense is driven primarily by increased online marketing expenditures related to Ask.com and About.com and an increase in compensation and other employee-related costs. The increase in both product development expense and general and administrative expense is primarily due to an increase in compensation and other employee-related costs related to the inclusion of The About Group, acquired on September 24, 2012. Product development expense was further impacted by a decrease in costs being capitalized in the current year period. The increase in traffic acquisition costs is primarily due to increased revenue from our B2B operations.

Match Operating Income Before Amortization increased 24% to $46.3 million, primarily due to the higher revenue noted above and operating expense leverage, partially offset by an increase of $3.1 million in selling and marketing expense related to an increase in offline marketing spend.

Local Operating Income Before Amortization decreased by $5.0 million to a loss of $1.0 million reflecting the decrease in revenue noted above.

Operating income (loss)
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Search & Applications
$
86,983

 
$
13,493

 
18%
 
$
73,490

Match
40,959

 
11,053

 
37%
 
29,906

Local
(3,403
)
 
(7,192
)
 
NM
 
3,789

Media
(8,828
)
 
(2,159
)
 
(32)%
 
(6,669
)
Other
(3,222
)
 
(1,508
)
 
(88)%
 
(1,714
)
Corporate
(27,938
)
 
8,099

 
22%
 
(36,037
)
Total
$
84,551

 
$
21,786

 
35%
 
$
62,765


Refer to Note 10 to the consolidated financial statements for reconciliations of Operating Income Before Amortization to operating income (loss) by reportable segment.

Operating income in 2013 increased from 2012 primarily due to the increase of $21.5 million in Operating Income Before Amortization described above and a decrease of $8.8 million in non-cash compensation expense, partially offset by an increase of $7.0 million in amortization of intangibles. The decrease in non-cash compensation expense is primarily a result of certain awards fully vesting during the fourth quarter of 2012. The increase in amortization of intangibles is primarily related to The About Group.


29



At March 31, 2013, there was $82.3 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.3 years.

Equity in losses of unconsolidated affiliates
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Equity in losses of unconsolidated affiliates
$(91)
 
$5,810
 
98%
 
$(5,901)

Equity in losses of unconsolidated affiliates in 2013 decreased from 2012 primarily due to the inclusion in 2012 of losses related to News_Beast prior to our acquisition of a controlling interest in May 2012.

Interest expense
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Interest expense
$(7,663)
 
$(6,316)
 
469%
 
$(1,347)
Interest expense in 2013 increased from 2012 primarily due to the issuance of $500.0 million aggregate principal amount of 4.75% Senior Notes due December 15, 2022.

Other income, net
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Other income, net
$1,658
 
$(1,098)
 
(40)%
 
$2,756

Other income, net in 2013 decreased from 2012 primarily due to a decrease in gains related to the sale of certain securities.

Income tax provision
 
Three Months Ended March 31,
 
2013
 
$ Change
 
% Change
 
2012
 
(Dollars in thousands)
Income tax provision
$(25,746)
 
NM
 
NM
 
$(27,120)

In 2013, the Company recorded an income tax provision for continuing operations of $25.7 million, which represents an effective income tax rate of 33%. The 2013 effective rate is lower than the statutory rate of 35% due primarily to foreign income taxed at lower rates and research credits, partially offset by state taxes. In 2012, the Company recorded an income tax provision for continuing operations of $27.1 million, which represents an effective income tax rate of 47%. The 2012 effective rate is higher than the statutory rate of 35% due principally to an increase in reserves for and interest on reserves for income tax contingencies and state taxes, partially offset by foreign income taxed at lower rates.

At March 31, 2013 and December 31, 2012, the Company has unrecognized tax benefits of $376.9 million and $379.3 million, respectively. Unrecognized tax benefits at March 31, 2013 decreased $2.4 million from December 31, 2012 due principally to a net decrease in deductible timing differences. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax provision. Included in income tax provision for continuing operations and discontinued operations for the three months ended March 31, 2013 is a $1.3 million and a $1.0 million expense, respectively, net of related deferred taxes, for interest on unrecognized tax benefits. At March 31, 2013 and December 31, 2012, the

30



Company has accrued $120.9 million and $117.5 million, respectively, for the payment of interest. At March 31, 2013 and December 31, 2012, the Company has accrued $5.0 million for penalties.

The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service ("IRS") has substantially completed its audit of the Company's tax returns for the years ended December 31, 2001 through 2009. The settlement of these tax years has not yet been submitted to the Joint Committee of Taxation for approval. The statute of limitations for the years 2001 through 2009 has been extended to June 30, 2014. Various state and local jurisdictions are currently under examination, the most significant of which are California, New York and New York City for various tax years beginning with 2006. Income taxes payable include reserves considered sufficient to pay assessments that may result from examination of prior year tax returns. Changes to reserves from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided may be material. Differences between the reserves for income tax contingencies and the amounts owed by the Company are recorded in the period they become known. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $132.8 million within twelve months of the current reporting date, of which approximately $14.4 million could decrease income tax provision, primarily due to settlements, expirations of statutes of limitations, and the reversal of deductible temporary differences that will primarily result in a corresponding decrease in net deferred tax assets. An estimate of other changes in unrecognized tax benefits, while potentially significant, cannot be made.


31



FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2013, the Company had $673.8 million of cash and cash equivalents, $5.8 million of marketable securities, and $580.0 million of long-term debt. Domestically, cash equivalents primarily consist of AAA rated money market funds. Internationally, cash equivalents primarily consist of time deposits and AAA rated money market funds. Marketable securities consist of an equity security and a short-to-intermediate-term debt security issued by an investment grade corporate issuer. The Company only invests in marketable securities with active secondary or resale markets to ensure portfolio liquidity and the ability to readily convert investments into cash to fund current operations or satisfy other cash requirements as needed. From time to time, the Company may invest in marketable equity securities as part of its investment strategy. Long-term debt is comprised of $500.0 million in 2012 Senior Notes due December 15, 2022 and $80.0 million in Liberty Bonds due September 1, 2035.

At March 31, 2013, $232.4 million of the $673.8 million of cash and cash equivalents and none of the $5.8 million of marketable securities were held by the Company's foreign subsidiaries. No U.S. federal or state income taxes have been provided on the indefinitely reinvested earnings of any of the Company's foreign subsidiaries that hold this cash and cash equivalents. If needed for our operations in the U.S., most of the cash and cash equivalents held by the Company's foreign subsidiaries could be repatriated to the U.S. but, under current law, would be subject to U.S. federal and state income taxes. However, the Company's intent is to indefinitely reinvest these funds outside of the U.S. The Company currently does not anticipate a need to repatriate them to fund our U.S. operations.

In summary, the Company's cash flows attributable to continuing operations are as follows:
 
 
Three Months Ended March 31,
 
 
2013
 
2012
 
 
(In thousands)
Net cash provided by operating activities
 
$92,362
 
$59,050
Net cash used in investing activities
 
(52,144)
 
(12,234)
Net cash used in financing activities
 
(113,897)
 
(127,725)

Net cash provided by operating activities attributable to continuing operations consists of earnings or loss from continuing operations adjusted for non-cash items, including non-cash compensation expense, depreciation, amortization of intangibles, deferred income taxes, asset impairment charges, equity in income or losses of unconsolidated affiliates, acquisition-related contingent consideration fair value adjustments, and the effect of changes in working capital activities. Net cash provided by operating activities attributable to continuing operations in 2013 was $92.4 million and consists of earnings from continuing operations of $52.7 million, adjustments for non-cash items of $34.7 million and cash provided by working capital activities of $4.9 million. Adjustments for non-cash items primarily consists of $14.1 million of amortization of intangibles, $14.0 million of depreciation, $12.7 million of non-cash compensation expense, partially offset by $11.0 million of deferred income taxes. The deferred income tax benefit primarily relates to the difference in timing between the accrual and payment of various compensation arrangements. The increase in cash from changes in working capital activities primarily consists of an increase of $22.7 million in income taxes payable and an increase of $7.8 million in deferred revenue, partially offset by a decrease of $12.9 million in accounts payable and other current liabilities, an increase of $8.0 million in other current assets and an increase of $4.6 million in accounts receivable. The increase in income taxes payable is due to current year income tax accruals in excess of current year income tax payments. The increase in deferred revenue is primarily due to growth in subscription revenue at Match, as well as growth at Electus and Vimeo, partially offset by a $9.9 million decrease in deferred revenue at News_Beast due to its transition to a digital only publication. The decrease in accounts payable and other current liabilities is due to a decrease in accrued advertising expense primarily at Search & Applications, News_Beast's transition to a digital only publication, and a decrease in payables to suppliers at Shoebuy, partially offset by an increase in accrued revenue share expense primarily at Search & Applications and an increase in accrued employee compensation and benefits due to the timing of bonus payments. The increase in other current assets is primarily due to an increase in short-term production costs at Electus that are capitalized as the television program, video or film is being produced. The increase in accounts receivable is primarily due to the growth in revenue at Search & Applications earned from our services agreement with Google; the related receivable from Google was $137.0 million and $125.3 million at March 31, 2013 and December 31, 2012, respectively. While Match experienced growth, its accounts receivable is principally credit card receivables and, is not significant in relation to its revenue.

32



Electus' accounts receivable increased due to higher revenue. These increases were partially offset by a $13.5 million decrease in accounts receivable at News_Beast due to its transition to a digital only publication.

Net cash used in investing activities attributable to continuing operations in 2013 of $52.1 million includes capital expenditures of $33.6 million, which includes $23.1 million related to the purchase of a 50% ownership interest in an aircraft, and cash consideration used in acquisitions and investments of $30.2 million primarily related to the acquisition of Twoo, partially offset by net maturities and sales of marketable debt securities and sales of long-term investments of $12.7 million.
    
Net cash used in financing activities attributable to continuing operations in 2013 of $113.9 million includes $88.6 million for the repurchase of 1.4 million shares of common stock at an average price of $42.96 per share, $21.4 million related to the payment of cash dividends to IAC shareholders and $15.8 million for the payment of our 2002 Senior Notes, which were due January 15, 2013, partially offset by excess tax benefits from stock-based awards of $12.5 million.

Net cash provided by operating activities attributable to continuing operations in 2012 was $59.1 million and consists of earnings from continuing operations of $31.2 million, adjustments for non-cash items of $51.9 million and cash used in working capital activities of $24.0 million. Adjustments for non-cash items primarily consists of $21.5 million of non-cash compensation expense, $12.1 million of depreciation, $7.0 million of amortization of intangibles and $5.9 million of equity in losses of unconsolidated affiliates. The decrease in cash from changes in working capital activities primarily consists of a decrease of $35.0 million in accounts payable and other current liabilities and an increase of $10.5 million in accounts receivable, partially offset by an increase of $19.6 million in deferred revenue and an increase of $10.8 million in income taxes payable. The decrease in accounts payable and other current liabilities is primarily due to a decrease in accrued employee compensation and benefits, partially offset by an increase in accrued advertising expense and an increase in accrued revenue share expense. The decrease in accrued employee compensation and benefits is due to the timing of bonus payments. The increase in accrued advertising expense is primarily due to an increase in advertising and promotional expenditures at Match and HomeAdvisor. The increase in accrued revenue share expense is primarily due to an increase in traffic acquisition costs at Search & Applications. The increase in accounts receivable is primarily due to the growth in revenue at Search & Applications earned from our services agreement with Google; the related receivable from Google was $114.6 million and $105.7 million at March 31, 2012 and December 31, 2011, respectively. While our Match and HomeAdvisor businesses experienced strong growth, the accounts receivable at these businesses are principally credit card receivables and, accordingly, are not significant in relation to the revenue of these businesses. The increase in deferred revenue is primarily due to the growth in subscription revenue at Match, which includes an increase of $5.5 million in deferred revenue at Meetic, as well as growth at Electus, Vimeo and Notional. The increase in income taxes payable is due to current year income tax accruals in excess of current year income tax payments.

Net cash used in investing activities attributable to continuing operations in 2012 of $12.2 million includes cash consideration used in acquisitions and investments of $10.7 million primarily related to the payment of contingent consideration associated with the 2011 acquisition of OkCupid and capital expenditures of $9.6 million primarily related to the internal development of software to support our products and services, partially offset by net maturities and sales of marketable debt securities and sales of long-term investments of $16.4 million.

Net cash used in financing activities attributable to continuing operations in 2012 of $127.7 million includes $222.9 million for the repurchase of 4.9 million shares of common stock at an average price of $45.50 per share and $10.6 million related to the payment of cash dividends to IAC shareholders, partially offset by proceeds related to the issuance of common stock, net of withholding taxes of $99.2 million and excess tax benefits from stock-based awards of $6.5 million. Included in the proceeds related to the issuance of common stock are proceeds of $82.9 million from the exercise of warrants to acquire 2.9 million shares of IAC common stock. The weighted average strike price of the warrants was $29.70 per share.

The Company's principal sources of liquidity are its cash and cash equivalents and marketable securities as well as its cash flows generated from operations. The Company has a $300.0 million revolving credit facility, which is available as an additional source of financing. At March 31, 2013, there were no outstanding borrowings under the revolving credit facility.

The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. The Company expects that 2013 capital expenditures will be higher than 2012. At March 31, 2013, IAC had 1.7 million shares remaining in its share repurchase authorization. On April 30, 2013, the Board of Directors authorized the Company to repurchase an additional 10 million shares of common stock. IAC may purchase shares over an indefinite period of time on the open market and in privately negotiated transactions, depending on those factors IAC

33



management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook. On April 30, 2013, IAC declared a quarterly cash dividend of $0.24 per share of common and Class B common stock outstanding; the dividend is payable on June 1, 2013 to stockholders of record on May 15, 2013. Future declarations of dividends are subject to the determination of IAC's Board of Directors.

The Company believes its existing cash, cash equivalents and marketable securities, together with its expected positive cash flows generated from operations and available borrowing capacity under its $300.0 million revolving credit facility will be sufficient to fund its normal operating requirements, including capital expenditures, share repurchases, quarterly cash dividends, and investing and other commitments for the next twelve months. Our liquidity could be negatively affected by a decrease in demand for our products and services. The Company may make acquisitions and investments that could reduce its cash, cash equivalents and marketable securities balances and as a result, the Company may need to raise additional capital through future debt or equity financing to provide for greater financial flexibility. Additional financing may not be available at all or on terms favorable to us.

34



CONTRACTUAL OBLIGATIONS AND COMMERICAL COMMITMENTS

At March 31, 2013, there have been no material changes to the Company's contractual obligations, commercial commitments and off-balance sheet arrangements since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2012.


35



IAC'S PRINCIPLES OF FINANCIAL REPORTING

IAC reports Operating Income Before Amortization as a supplemental measure to generally accepted accounting principles ("GAAP"). This measure is one of the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. IAC endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence, financial statements prepared in accordance with GAAP, and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below. Interim results are not necessarily indicative of the results that may be expected for a full year.

Definition of IAC's Non-GAAP Measure
        Operating Income Before Amortization is defined as operating income excluding, if applicable: (1) non-cash compensation expense, (2) amortization and impairment of intangibles, (3) goodwill impairment, (4) acquisition-related contingent consideration fair value adjustments and (5) one-time items. We believe this measure is useful to investors because it represents the consolidated operating results from IAC's segments, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses, including non-cash compensation and acquisition-related accounting.

One-Time Items
Operating Income Before Amortization is presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with the Securities and Exchange Commission rules. GAAP results include one-time items. For the periods presented in this report, there are no adjustments for one-time items.

Non-Cash Expenses That Are Excluded From IAC's Non-GAAP Measure
        Non-cash compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of stock options, restricted stock units ("RSUs") and performance-based RSUs. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding which, for stock options and RSUs are included on a treasury method basis, and for performance-based RSUs are included on a treasury method basis once the performance conditions are met. Upon the exercise of certain stock options and vesting of RSUs and performance-based RSUs, the awards are settled, at the Company's discretion, on a net basis, with the Company remitting the required tax withholding amount from its current funds.
 Amortization of intangibles (including impairment of intangibles, if applicable) and goodwill impairment (if applicable) are non-cash expenses relating primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as content, technology, customer lists, advertiser and supplier relationships, are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.
Acquisition-related contingent consideration fair value adjustments are accounting adjustments to record contingent consideration liabilities at fair value. These adjustments can be highly variable and are excluded from our assessment of performance because they are considered non-operational in nature and, therefore, are not indicative of current or future performance or ongoing costs of doing business.

36



RECONCILIATION OF OPERATING INCOME BEFORE AMORTIZATION

For a reconciliation of Operating Income Before Amortization to operating income (loss) by reportable segment for the three months ended March 31, 2013 and 2012, see Note 10 to the consolidated financial statements.

37



Item 3.    Quantitative and Qualitative Disclosures about Market Risk

At March 31, 2013, there have been no material changes to the Company's instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2012.

38



Item 4.    Controls and Procedures

The Company monitors and evaluates on an ongoing basis its disclosure controls and internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), IAC management, including the Chairman and Senior Executive, the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Chairman and Senior Executive, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report in providing reasonable assurance that information we are required to disclose in our filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and Forms, and include controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(d) of the Exchange Act, the Company, under the supervision and with the participation of IAC management, including the Chairman and Senior Executive, the Chief Executive Officer and the Chief Financial Officer, also evaluated whether any changes occurred to the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, the Company concluded that there has been no such change during the period covered by this report.

39



PART II
OTHER INFORMATION
Item 1A.    Risk Factors

Cautionary Statement Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC's future financial performance, IAC's business prospects and strategy, anticipated trends and prospects in the industries in which IAC's businesses operate and other similar matters. These forward-looking statements are based on IAC management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: changes in senior management at IAC and/or its businesses, changes in our relationship with, or policies implemented by, Google, adverse changes in economic conditions, either generally or in any of the markets or industries in which IAC's businesses operate, adverse trends in the online advertising industry or the advertising industry generally, our ability to convert visitors to our various websites into users and customers, our ability to offer new or alternative products and services in a cost-effective manner and consumer acceptance of these products and services, changes in industry standards and technology, actual tax liabilities that differ materially from our estimates, operational and financial risks relating to acquisitions, our ability to expand successfully into international markets and regulatory changes. Certain of these and other risks and uncertainties are discussed in IAC's filings with the SEC, including in Part I "Item 1A. Risk Factors" of our annual report on Form 10-K for the fiscal year ended December 31, 2012. Other unknown or unpredictable factors that could also adversely affect IAC's business, financial condition and operating results may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of IAC management as of the date of this quarterly report. IAC does not undertake to update these forward-looking statements.

Risk Factors

In addition to the other information set forth in this quarterly report, you should carefully consider the risk factors discussed in Part I "Item 1A. Risk Factors" of our annual report on Form 10-K for the fiscal year ended December 31, 2012, which could materially affect our business, financial condition or future operating results. The risks described in this report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or future operating results.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth purchases by the Company of its common stock during the quarter ended March 31, 2013:

40



Period
(a)
Total
Number of Shares
Purchased
 
(b)
Average
Price Paid
Per Share(1)
 
(c)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs(2)
 
(d)
Maximum
Number of
Shares that
May Yet Be
Purchased
Under Publicly
Announced
Plans or
Programs(3)
January 2013

 
$

 

 

February 2013
400,000

 
$
42.32

 
400,000

 
2,687,606

March 2013
1,000,000

 
$
43.21

 
1,000,000

 
1,687,606

Total
1,400,000

 
$
42.96

 
1,400,000

 
1,687,606

_______________________________________________________________________________
(1)
Reflects the average price paid per share of IAC common stock.
(2)
Reflects repurchases made pursuant to repurchase authorizations previously announced in May 2012.
(3)
Represents the total number of shares of common stock that remained available for repurchase as of March 31, 2013 pursuant to the May 2012 repurchase authorization. On April 30, 2013, IAC's Board of Directors authorized the Company to repurchase an additional 10 million shares of IAC common stock. IAC may purchase shares pursuant to these repurchase authorizations over an indefinite period of time on the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.


41



Item 6.    Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.

Exhibit
Number
Description
Location
3.1

Restated Certificate of Incorporation of IAC/InterActiveCorp.
Exhibit 3.1 to the Registrant's Registration Statement on Form 8-A/A, filed on August 12, 2005.
3.2

Certificate of Amendment of the Restated Certificate of Incorporation of IAC/InterActiveCorp.
Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 22, 2008.
3.3

Amended and Restated By-Laws of IAC/InterActiveCorp.
Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on December 6, 2010.
4.1

Supplemental Indenture, dated as of April 11, 2013, among IAC/InterActiveCorp, as Issuer, the Guarantors party thereto and Computershare Trust Company, N.A., as Trustee
Exhibit 4.3 to the Registrant's Registration Statement on Form S-4, filed on May 3, 2013.
31.1

Certification of the Chief Executive Officer pursuant to Rule 13a‑14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
 
31.2

Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
 
31.3

Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
 
32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act.(2)
 
32.2

Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
 
32.3

Certification of the Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
 
101.INS

XBRL Instance
 
101.SCH

XBRL Taxonomy Extension Schema
 
101.CAL

XBRL Taxonomy Extension Calculation
 
101.DEF

XBRL Taxonomy Extension Definition
 
101.LAB

XBRL Taxonomy Extension Labels
 
101.PRE

XBRL Taxonomy Extension Presentation
 
_______________________________________________________________________________
(1)
Filed herewith.
(2)
Furnished herewith.

42



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:
May 8, 2013
 
 
 
 
 
IAC/INTERACTIVECORP
 
 
 
 
 
 
 
By:
 
/s/ JEFFREY W. KIP
 
 
 
 
Jeffrey W. Kip
 
 
 
 
Executive Vice President and
Chief Financial Officer




 
 
 
 
Signature
Title
 
Date
 
 
 
 
/s/ JEFFREY W. KIP
Executive Vice President and
Chief Financial Officer
 
May 8, 2013
Jeffrey W. Kip
 
 
 

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