EFTA01378019

Adjusted EBITDA Percentage of revenue S 236,490 $ 271.231 14.7% 33.1% 33.8% Adjusted EBITDA increased $34.7 million, or 14.7%. in 2013 versus 2012, primarily due to the revenue growth noted above. Operating Income Years ended December 31, 2012 2013 % change Operating income Percentage of revenue (dollars In thousands) S 186.630 $ 221,333 18.6% 26.2% 27.6% 82 Table of Contents Operating income increased $34.7 million. or 18.6%. in 2013 versus 2012, primarily due to the increase of $34.7 million in Adjusted EBITDA described above and a decrease of $3.8 million in stock-based compensation expense. partially offset by a $3.9 million increase in depreciation. The decrease in stock-based compensation expense is primarily a result of the vesting of certain awards and an increase in the number of awards forfeited as compared to the prior year. Interest expense—related party Years ended December 31, 2012 2013 % change Interest expense—related parry Percentage of revenue (dollars in thousands) $ (29,489) S (34.307) 16.3% (4.1)% (4.3)% Interest expense—related party includes interest charged by IAC and its subsidiaries on the outstanding long-term debt—related party notes. as well as on other acquisition related loans. Other (expense) income, net Years ended December 31, 2012 2013 % change Other (expense) income. net Percentage of revenue (dollars in thousands) $ (7,428) $ 217 NM (1.0)% 0.0% Other expense, net in 2012 includes an $8.7 million other-than-temporary impairment charge related to a long-term marketable equity security as a result of our assessment of the investments near-term prospects in relation to the severity and duration of its unreakzed loss. Income tax provision Years ended December 31, 2012 2013 % change Income lax provision Effective income tax rate (dollars in thousands) $ (59.432) $ (60.616) 2.0% 39.7% 32.4% In 2012, the effective Income tax rate was higher than the statutory rate of 35% due primarIty to a valuation allowance on the deferred tax asset created by the other-than-temporary impairment charge related to a long-term marketable equity security. In 2013, the effective income tax rate was lower than the statutory rate of 35% due primarily to the settlements of uncertain tax positions. Quarterly results of operations The following table sets forth selected unaudited quarterly statement of operations information for each of the eleven quarters ended September 30, 2015. The information for each of these quarters has been 83 Table of Contents. prepared on the same basis as the audited annual financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which includes only normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods presented in help: vstwditec.gtw An:hives edgat data 15751891X)0104746915008.431 a22264511n-lahintil I 9'.059:27:17 ANfj CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0075179 SDNY_GM_00221363 EFTA01378019