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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2012

IAC/INTERACTIVECORP
(Exact name of Registrant as specified in charter)

 

Registrant's telephone number, including area code: (212) 314-7300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

   

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EXPLANATORY NOTE

        On September 28, 2012, the Registrant filed a Current Report on Form 8-K (the "Original Form 8-K") with the Commission to report the acquisition of 100% of About, Inc. (consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses) from The New York Times Company for $300 million in cash, plus an adjustment in the amount equal to the net working capital of About, Inc. at closing.

        This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to provide: (i) certain financial statements for About, Inc. and (ii) certain unaudited pro forma condensed financial information of the Registrant and its subsidiaries to reflect the About, Inc. acquisition.

Item 9.01.    Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

        The following financial statements of About, Inc. are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference:

(i)

Audited Consolidated Financial Statements of About, Inc. as of, and for the fiscal year ended December 25, 2011; and



(ii)

Unaudited Interim Condensed Consolidated Financial Statements of About, Inc. as of June 24, 2012 (with comparative balances as of December 25, 2011), and for the three and six months ended June 24, 2012 and June 26, 2011.



(b)

Pro Forma Financial Information.

        The following unaudited pro forma condensed financial information of the Registrant and its subsidiaries to reflect the About, Inc. acquisition is filed as Exhibit 99.3 to this Current Report on Form 8-K/A and is incorporated herein by reference:

(i)

Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2012;



(ii)

Unaudited Pro Forma Condensed Statement of Operations for the year ended December 31, 2011; and



(iii)

Unaudited Pro Forma Condensed Statement of Operations for the six months ended June 30, 2012.



(d)

Exhibits.

        The information in the Exhibit Index of this Current Report on Form 8-K/A is incorporated into this Item 9.01(d) by reference.

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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 hereunto duly authorized.

        Date: December 4, 2012

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EXHIBIT INDEX

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EXPLANATORY NOTE

Item 9.01. Financial Statements and Exhibits.

SIGNATURES
EXHIBIT INDEX

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Exhibit 23.1

Consent of Independent Auditors

        We consent to the incorporation by reference in the following registration statements (and any amendments thereto) of IAC/InterActiveCorp of our report dated December 4, 2012, with respect to the consolidated financial statements of About, Inc. for the year ended December 25, 2011, included in this Form 8-K/A of IAC/InterActiveCorp dated December 4, 2012.

COMMISSION FILE NO.:

Form S-8, No. 333-127410
Form S-8, No. 333-127411
Form S-4, No. 333-124303
Form S-8, No. 333-146940
Form S-8, No. 333-154875
Form S-8, No. 333-174538

New York, New York
December 4, 2012

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Exhibit 23.1

Consent of Independent Auditors

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Exhibit 99.1

About, Inc.

Table of Contents

   

The accompanying notes are an integral part of the Consolidated Financial Statements.

A-1

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Report of Independent Auditors

The Board of Directors and Shareholders of
IAC/InterActiveCorp

        We have audited the accompanying consolidated balance sheet of About, Inc. (the "Company") as of December 25, 2011, and the related consolidated statements of operations, shareholder's equity, and cash flows for the fiscal year ended December 25, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of About, Inc. as of December 25, 2011, and the consolidated results of its operations and its cash flows for the fiscal year then ended in conformity with U.S. generally accepted accounting principles.

New York, New York
December 4, 2012

A-2

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ABOUT, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

   

The accompanying notes are an integral part of the Consolidated Financial Statements.

A-3

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ABOUT, INC.

CONSOLIDATED BALANCE SHEET

   

The accompanying notes are an integral part of the Consolidated Financial Statements.

A-4

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ABOUT, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY

   

The accompanying notes are an integral part of the Consolidated Financial Statements.

A-5

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ABOUT, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

   

The accompanying notes are an integral part of the Consolidated Financial Statements.

A-6

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—BASIS OF PRESENTATION

Acquisition by IAC/InterActiveCorp

        On September 24, 2012, IAC/InterActiveCorp ("IAC") completed the acquisition of 100% of About, Inc., consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses (collectively, the "Company," "The About Group," "we," "our" or "us") from The New York Times Company (the "Parent" company).

Nature of Operations

        About.com focuses on delivering at scale high-quality, expert content on everyday topics that is personally relevant to its users. The topic sites on the About.com platform are supported by independent, freelance subject-matter experts, or Guides, who create and publish original content across a variety of subject matters. At the end of 2011, About.com had more than 900 topic sites supported by independent Guides across more than 115,000 topics, in over 3 million articles. The About.com platform has expanded its reach by delivering content across other digital platforms, including mobile applications and social networking sites, launching a Spanish-language channel in 2011 and increasing the number of how-to and do-it-yourself videos across its 24 channels with more than 10,000 videos at the end of 2011. According to comScore Media Metrix, in December 2011 About.com had approximately 60 million unique visitors in the United States and 108 million unique visitors worldwide.

        ConsumerSearch.com analyzes expert and user-generated consumer product reviews and recommends the best products to purchase based on the findings.

        CalorieCount.com is an online resource that offers weight management tools, nutritional information and social support that is personally relevant to its users. In February 2011, we sold UCompareHealthCare.com, which provides dynamic internet-based interactive tools that enable users to measure the quality of certain healthcare services.

Basis of Presentation

        These consolidated financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of The New York Times Company. The consolidated financial statements reflect the historical financial position, results of operations and cash flows of The About Group businesses since their respective dates of acquisition by The New York Times Company, and the allocation of overhead and certain expenses associated with centralized support functions of The New York Times Company based on the historical financial statements and accounting records of The New York Times Company and using the historical results of operations and historical bases of the assets and liabilities of The About Group businesses. However, for the purposes of these financial statements, income taxes have been computed for The About Group on an as if stand-alone, separate tax return basis.

        All intracompany transactions and balances between and among the Company and its subsidiaries have been eliminated. All intercompany transactions between The About Group and The New York Times Company have been included in these consolidated financial statements and are considered to be effectively settled for cash in the consolidated financial statements at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1—BASIS OF PRESENTATION (Continued)

consolidated statement of cash flows as a financing activity and in the consolidated balance sheet as "Parent company investment."

        In the opinion of management, the assumptions underlying the historical consolidated financial statements of The About Group, including the basis on which the expenses have been allocated from The New York Times Company, are reasonable. However, the allocations may not reflect the expenses that we may have incurred as an independent, stand-alone company for the period presented.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intracompany transactions and balances between and among the Company and its subsidiaries have been eliminated.

Fiscal Year

        Our fiscal year end is the last Sunday in December. Our fiscal year ended as of December 25, 2011. Fiscal year 2011 is comprised of 52 weeks.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounts Receivable

        Credit is extended to our advertisers based upon an evaluation of the customer's financial condition, and collateral is not required from such customers. Allowance for estimated credit losses is generally established based on historical experience. The Company writes off accounts receivable when they become uncollectible.

Property and Equipment

        Property and equipment, including significant improvements, are recorded at cost. Depreciation is computed by the straight-line method over the estimated useful lives of the assets.

Capitalized Software

        The Company capitalizes certain internal use software costs including compensation and benefit costs for personnel directly associated with the development of the software. Capitalization of such costs begins when the preliminary project stage is complete and ceases when the project is substantially complete and ready for its intended purpose. The estimated useful life of capitalized internal use software is 3 years. The net book value of capitalized internal use software amounted to $8.7 million as of December 25, 2011 and is included in "Miscellaneous assets" in the accompanying consolidated balance sheet. Amortization expense related to capitalized internal use software was $2.8 million and is included in "Depreciation and amortization" in the accompanying consolidated statement of operations.

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Goodwill and Intangible Assets Acquired

        Goodwill is the excess of cost over the fair value of tangible and other intangible net assets acquired. Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Our annual impairment testing date is the first day of our fiscal fourth quarter.

        Other intangible assets acquired consist primarily of trade names of various acquired properties, customer lists and content. Other intangible assets acquired that have indefinite lives (trade names) are not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Certain other intangible assets acquired (primarily customer lists and content) are amortized over their estimated useful lives and tested for impairment if certain circumstances indicate an impairment may exist.

        We test for goodwill impairment at the reporting unit level. Our test is based on our single reporting unit structure. We first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying value. The result of this assessment will determine whether it is necessary to perform the goodwill impairment two-step test.

        If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying value, in the first step, we compare the fair value of the reporting unit with its carrying amount, including goodwill. Fair value is calculated by a combination of a discounted cash flow model and a market approach model. In calculating fair value for the reporting unit, we generally weigh the results of the discounted cash flow model more heavily than the market approach because the discounted cash flow model is specific to our business and long-term projections. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step must be performed to measure the amount of the impairment loss, if any. In the second step, we compare the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. An impairment loss would be recognized in an amount equal to the excess of the carrying amount of the goodwill over the implied fair value of the goodwill.

        The discounted cash flow analysis requires us to make various judgments, estimates and assumptions, many of which are interdependent, about future revenues, operating margins, growth rates, capital expenditures, working capital and discount rates. The starting point for the assumptions used in our discounted cash flow analysis is the annual long-range financial forecast. The annual planning process that we undertake to prepare the long-range financial forecast takes into consideration a multitude of factors, including historical growth rates and operating performance, related industry trends, macroeconomic conditions, and marketplace data, among others. Assumptions are also made for perpetual growth rates for periods beyond the long-range financial forecast period. Our estimates of fair value are sensitive to changes in all of these variables, certain of which relate to broader macroeconomic conditions outside our control.

        The market approach analysis includes applying a multiple, based on comparable market transactions, to certain operating metrics of the reporting unit.

        Intangible assets that are not amortized (trade names) are tested for impairment at the asset level by comparing the fair value of the asset with its carrying amount. Fair value is calculated as the discounted cash flows utilizing the relief-from-royalty method. This method is based on applying a royalty rate, which would be obtained through a lease, to the cash flows derived from the asset being

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

tested. The royalty rate is derived from market data. If the fair value exceeds the carrying amount, the asset is not considered impaired. If the carrying amount exceeds the fair value, an impairment loss would be recognized in an amount equal to the excess of the carrying amount of the asset over the fair value of the asset.

        All other long-lived assets (intangible assets that are amortized, such as content and customer lists) are tested for impairment at the asset group level associated with the lowest level of cash flows. An impairment exists if the carrying value of the asset (1) is not recoverable (the carrying value of the asset is greater than the sum of undiscounted cash flows) and (2) is greater than its fair value.

        The significant estimates and assumptions used by management in assessing the recoverability of goodwill, other intangible assets acquired and other long-lived assets are estimated future cash flows, discount rates, growth rates, as well as other factors. Any changes in these estimates or assumptions could result in an impairment charge. The estimates, based on reasonable and supportable assumptions and projections, require management's subjective judgment. Depending on the assumptions and estimates used, the estimated results of the impairment tests can vary within a range of outcomes.

        In addition to annual testing, management uses certain indicators to evaluate whether the carrying values of its long-lived assets may not be recoverable and an interim impairment test may be required. These indicators include (1) current-period operating or cash flow declines consolidated with a history of operating or cash flow declines or a projection/forecast that demonstrates continuing declines in the cash flow or the inability to improve our operations to forecasted levels and (2) a significant adverse change in the business climate, whether structural or technological.

        Management has applied what it believes to be the most appropriate valuation methodology for its impairment testing. See Note 3.

Revenue Recognition

        Advertising revenues are recognized each time a user clicks on ads or each time an ad is viewed by a user.

        The About Group generates revenues through cost-per-click advertising (sponsored links for which the Company is paid when a user clicks on the ad), display advertising and e-commerce (including sales lead generation). Almost all of our revenues (95% in 2011) are derived from the sale of cost-per-click advertising and display advertising. Cost-per-click advertising, which in 2011 represented 56% of the Company's total advertising revenues, is principally derived from an arrangement with Google under which third-party advertising is placed on the Company's Web sites. For the fiscal year ended December 25, 2011, revenue earned from Google for cost-per-click and display advertising was $66.4 million. Accounts receivable related to revenue earned from Google totaled $4.4 million at December 25, 2011.

        Other revenues (which include e-commerce) are recognized when the related service has been delivered.

Income Taxes

        We account for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. We record interest, net of any applicable related income tax benefit, on potential tax contingencies as a component of income tax expense.

        We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement.

Use of Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. Actual results could differ from these estimates.

NOTE 3—IMPAIRMENT OF ASSETS

        Our 2011 annual impairment test, which was completed in the fourth quarter, resulted in a non-cash impairment charge of $3.1 million relating to the write-down of an intangible asset at ConsumerSearch, Inc. This impairment charge reduced the carrying value of the ConsumerSearch trade name to $2.9 million. The fair value of the trade name was calculated using a relief-from-royalty method. The impairment was driven by lower cost-per-click advertising revenues.

        There were no additional impairment charges in connection with our 2011 annual impairment test. However, the Company's estimated fair value was 18% greater than its carrying value in our 2011 impairment test compared with 60% in our 2010 impairment test, a significant decline during 2011. We had $367.3 million of goodwill as of December 25, 2011.

        In determining the fair value, we made significant judgments and estimates regarding the expected recovery of display and cost-per-click advertising. The effect of these assumptions on projected long-term revenues, along with investments to grow content and traffic, play a significant role in calculating the fair value. We believe if the long-term projected cash flows of the Company are not met a goodwill impairment charge could be reasonably likely.

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS ACQUIRED

Goodwill

        The changes in the carrying amount of goodwill in 2011 were as follows:

        Goodwill disposed of during 2011 was related to the sale of UCompareHealthCare.com.

Other Intangible Assets Acquired

        Other intangible assets acquired were as follows:

        Amortization expense related to other intangible assets acquired that are subject to amortization was $6.6 million and is included in "Depreciation and amortization" in the accompanying consolidated statement of operations.

A-12

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS ACQUIRED (Continued)

        Amortization expense for the next five years related to these intangible assets is expected to be as follows:

NOTE 5—FAIR VALUE MEASUREMENTS

        Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The transaction would be in the principal or most advantageous market for the asset or liability, based on assumptions that a market participant would use in pricing the asset or liability.

        The fair value hierarchy consists of three levels:

        Level 1—quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

        Level 2—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

        Level 3—unobservable inputs for the asset or liability.

Assets Measured and Recorded at Fair Value on a Non-Recurring Basis

        Our non-financial assets, such as goodwill, other intangible assets and property and equipment are only recorded at fair value if an impairment charge is recognized. The following table presents non-financial assets that were measured and recorded at fair value on a non-recurring basis and the total impairment losses recorded during 2011 on those assets:

        We recorded an impairment charge during 2011 related to the write-down of the ConsumerSearch.com trade name to its fair value. We classified all these measurements as Level 3, as we used unobservable inputs within the valuation methodologies that were significant to the fair value measurements, and the valuation required management judgment due to the absence of quoted market prices. See Note 3 for information regarding the valuation techniques utilized to determine fair value.

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6—INCOME TAXES

        The About Group is a member of The New York Times Company's consolidated federal and state tax returns. Current and deferred tax expense has been computed for The About Group on a separate tax return basis. The About Group's payments to The New York Times Company related to its share of The New York Times Company's consolidated federal and state tax return liabilities have been reflected within cash flows from operating activities in the accompanying consolidated statements of cash flows.

        Reconciliations between the effective tax rate on income before income taxes and the federal statutory rate are presented below.

        The components of income tax expense as shown in our consolidated statement of operations were as follows:

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 6—INCOME TAXES (Continued)

        The components of the net deferred tax assets and liabilities recognized in our consolidated balance sheet are as follows:

        By virtue of previously filed separate company and consolidated tax returns with The New York Times Company, The About Group is routinely under audit by federal, state, and local authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by The About Group are recorded in the period they become known. The Internal Revenue Service ("IRS") is currently examining The New York Times Company consolidated tax return for the year ended December 25, 2011, which includes the operations of The About Group.

NOTE 7—COMMITMENTS AND CONTINGENCIES

Operating Leases

        Operating lease commitments are for office space and equipment. Certain office space leases provide for rent adjustments relating to changes in real estate taxes and other operating costs.

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—COMMITMENTS AND CONTINGENCIES (Continued)

        Rental expense amounted to approximately $1.4 million in 2011. The approximate minimum rental commitments under noncancelable leases, net of subleases, as of December 25, 2011 were as follows:

Other

        There are various legal actions that have arisen in the ordinary course of business and are pending against us. Although, it is the opinion of management after reviewing these actions with our legal counsel that resolving claims against us will not have a material impact on the liquidity, results of operations, or financial position of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future.

NOTE 8—RELATED PARTY TRANSACTIONS AND PARENT COMPANY INVESTMENT

        These consolidated financial statements reflect allocated expenses associated with The New York Times Company overhead and centralized support functions. These expenses generally include compensation and benefit costs, as well as other general overhead costs related to the support functions. Allocations are based on a number of utilization measures, including headcount and proportionate effort. The About Group recorded allocated costs of $3.0 million for the fiscal year ended December 25, 2011, of which $2.9 million is included in "Selling, general and administrative costs" and $0.1 million is included in "Depreciation and amortization" in the accompanying consolidated statement of operations.

        Net transfers to the Parent company are included within the Parent company investment. The components of the net transfers to the Parent company for the fiscal year ended December 25, 2011 are as follows:

NOTE 9—BENEFIT PLANS

        During the fiscal year ended December 25, 2011, The About Group participated in a retirement savings plan sponsored by The New York Times Company (the "Plan"). Under the Plan, participating

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ABOUT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9—BENEFIT PLANS (Continued)

employees may contribute up to 75% of their eligible earnings to the Plan as pre-tax, after-tax or Roth contributions, subject to the statutory limits. The New York Times Company provides a matching contribution on the first 6% contributed by a participant equal to 5% of the participant's eligible earnings. This matching contribution is allocated in both cash and The New York Times Company stock. The stock portion of the matching contribution is initially allocated to The New York Times Company Stock Fund and participants are able to keep their contributions invested in The New York Times Company Stock Fund, or at any time, transfer its value into any of the other investment options under the Plan. The Plan permits participants to be able to direct that up to 10% of their future contributions shall be invested in The New York Times Company Stock Fund, or to transfer up to 10% of their existing account balance into The New York Times Company Stock Fund. In addition, The New York Times Company makes a cash contribution equal to 3% of a participant's eligible earnings to all participants meeting certain eligibility requirements. Total employer contributions were $1.1 million.

NOTE 10—SUBSEQUENT EVENTS

        In preparing these consolidated financial statements, management evaluated subsequent events through December 4, 2012 on which date the consolidated financial statements were available for issuance.

        On September 24, 2012, The New York Times Company completed the sale of The About Group to IAC pursuant to a stock purchase agreement dated as of August 26, 2012. As consideration for the acquisition of the equity of The About Group IAC paid to The New York Times Company $300 million in cash, plus an amount equal to the estimated net working capital of $16.3 million at closing.

        Due to certain impairment indicators, the Company performed an interim impairment test as of June 24, 2012 that resulted in a $194.7 million non-cash charge in the second quarter of 2012 for the impairment of goodwill. While we saw improvements in total advertising trends in the second quarter of 2012 compared with first-quarter 2012 levels, our expectations for future operating results and cash flows in the long-term were lower than our previous estimates primarily driven by a reassessment of the sustainability of our estimated long-term growth rate for display advertising. The reduction in our estimated long-term growth rate resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down of goodwill to its fair value was required.

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Exhibit 99.1

Report of Independent Auditors
ABOUT, INC. CONSOLIDATED STATEMENT OF OPERATIONS
ABOUT, INC. CONSOLIDATED BALANCE SHEET
ABOUT, INC. CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
ABOUT, INC. CONSOLIDATED STATEMENT OF CASH FLOWS
ABOUT, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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Exhibit 99.2

About, Inc.

Table of Contents

   

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

B-1

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ABOUT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

   

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

B-2

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ABOUT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

   

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

B-3

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ABOUT, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY

(Unaudited)

   

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

B-4

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ABOUT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

   

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

B-5

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ABOUT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Acquisition by IAC/InterActiveCorp

        On September 24, 2012, IAC/InterActiveCorp ("IAC") completed the acquisition of 100% of About, Inc., consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses (collectively, the "Company," "The About Group," "we," "our" or "us") from The New York Times Company (the "Parent" company).

Basis of Presentation

        These condensed consolidated financial statements have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of The New York Times Company. The condensed consolidated financial statements reflect the historical financial position, results of operations and cash flows of The About Group businesses since their respective dates of acquisition by The New York Times Company, and the allocation of overhead and certain expenses associated with centralized support functions of The New York Times Company based on the historical financial statements and accounting records of The New York Times Company and using the historical results of operations and historical bases of the assets and liabilities of The About Group businesses. However, for the purposes of these financial statements, income taxes have been computed for The About Group on an as if stand-alone, separate tax return basis.

        All intracompany transactions and balances between and among the Company and its subsidiaries have been eliminated. All intercompany transactions between The About Group and The New York Times Company have been included in these condensed consolidated financial statements and are considered to be effectively settled for cash in the condensed consolidated financial statements at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the condensed consolidated statement of cash flows as a financing activity and in the condensed consolidated balance sheet as "Parent company investment."

        In the opinion of management, the assumptions underlying the historical consolidated financial statements of The About Group, including the basis on which the expenses have been allocated from The New York Times Company, are reasonable. However, the allocations may not reflect the expenses that we may have incurred as an independent, stand-alone company for the periods presented.

        The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the consolidated financial position, results of operations, and cash flows of The About Group had The About Group been a stand-alone company for the periods presented. Operating results for the interim periods are not necessarily indicative of a full year's operations. The fiscal periods included herein comprise 13 weeks for the three month periods and 26 weeks for the full six-month periods. The accompanying unaudited condensed consolidated interim

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ABOUT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 1—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

financial statements should be read in conjunction with the Company's audited consolidated financial statements for the fiscal year ended December 25, 2011.

Principles of Consolidation

        The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intracompany transactions and balances between and among the Company and its subsidiaries have been eliminated.

Use of Estimates

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements. Actual results could differ from these estimates.

NOTE 2—CONCENTRATIONS

        The About Group generates revenues through cost-per-click advertising (sponsored links for which the Company is paid when user clicks on the ad), display advertising and e-commerce (including sales lead generation). Almost all of our revenues (95% for all periods presented) are derived from the sale of cost-per-click advertising and display advertising. Cost-per-click advertising, represented 58% and 57% for the three and six months ended June 24, 2012, respectively, and 56% and 57% for the three and six months ended June 26, 2011, respectively, of the Company's total advertising revenues, is principally derived from an arrangement with Google under which third-party advertising is placed on the Company's Web sites. For the three and six months ended June 24, 2012, revenue earned from Google for cost-per-click and display advertising was $16.1 million and $31.5 million, respectively. For the three and six months ended June 26, 2011, revenue earned from Google for cost-per-click and display advertising was $16.2 million and $34.5 million, respectively. Accounts receivable related to revenue earned from Google totaled $8.4 million and $4.4 million at June 24, 2012 and December 25, 2011, respectively.

NOTE 3—IMPAIRMENT OF ASSETS

        Goodwill is not amortized but tested for impairment annually or in an interim period if certain circumstances indicate a possible impairment may exist. Our policy is to perform our annual goodwill impairment test in the fourth quarter of our fiscal year. However, due to certain impairment indicators, we performed an interim impairment test as of June 24, 2012.

        The interim impairment test resulted in a $194.7 million non-cash charge in the second quarter of 2012 for the impairment of goodwill. While we saw improvements in total advertising trends in the second quarter of 2012 compared with first-quarter 2012 levels, our expectations for future operating results and cash flows in the long-term are lower than our previous estimates primarily driven by a reassessment of the sustainability of our estimated long-term growth rate for display advertising. The reduction in our estimated long-term growth rate resulted in the carrying value of the net assets being greater than their fair value, and therefore a write-down of goodwill to its fair value was required. The

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ABOUT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 3—IMPAIRMENT OF ASSETS (Continued)

fair value of goodwill was the residual fair value after allocating the total fair value to its other assets, net of liabilities.

        The impairment charge in the second quarter of 2012 was related to goodwill. The total fair value was determined using a discounted cash flow model (present value of future cash flows). We estimated a 3.5% annual growth rate to arrive at a residual year representing the perpetual cash flows. The residual year cash flow was capitalized to arrive at the terminal value. Utilizing a discount rate of 15.0%, the present value of the cash flows during the projection period and terminal value were aggregated to estimate the fair value. In our 2011 annual impairment test, we had assumed a 5.0% annual growth rate and a 13.8% discount rate. In determining the appropriate discount rate, we considered the weighted-average cost of capital for comparable companies.

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS ACQUIRED

        The following tables display the carrying amount of goodwill and other intangible assets acquired as of June 24, 2012 and December 25, 2011.

        The table below includes goodwill impaired during the second quarter of 2012 (see Note 3).

        The changes in the carrying amount of goodwill were as follows:

        Other intangible assets acquired were as follows:

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ABOUT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 4—GOODWILL AND OTHER INTANGIBLE ASSETS ACQUIRED (Continued)

        Amortization expense related to other intangible assets acquired that are subject to amortization was $1.1 million and $1.7 million for the three months ended June 24, 2012 and June 26, 2011, respectively, and $2.5 million and $3.4 million for the six months ended June 24, 2012 and June 26, 2011, respectively, and is included in "Depreciation and amortization" in the accompanying condensed consolidated statements of operations.

        Amortization expense for the next five years related to these intangible assets is expected to be as follows:

NOTE 5—FAIR VALUE MEASUREMENTS

        Fair value is the price that would be received upon the sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The transaction would be in the principal or most advantageous market for the asset or liability, based on assumptions that a market participant would use in pricing the asset or liability.

        The fair value hierarchy consists of three levels:

        Level 1—quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

        Level 2—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

        Level 3—unobservable inputs for the asset or liability.

Assets Measured and Recorded at Fair Value on a Non-Recurring Basis

        Certain non-financial assets, such as goodwill, other intangible assets, property and equipment and certain investments, are only recorded at fair value if an impairment charge is recognized. The

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ABOUT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5—FAIR VALUE MEASUREMENTS (Continued)

following table presents non-financial assets that were measured and recorded at fair value on a non-recurring basis and the impairment loss recorded during 2012 on those assets:

NOTE 6—INCOME TAXES

        We had an income tax benefit of $62.5 million (effective tax rate of 33.4%) for the three months ended June 24, 2012 and an income tax benefit of $59.9 million (effective tax rate of 33.3%) for the six months ended June 24, 2012. The effective tax rates for the three and six months ended June 24, 2012 are lower than the statutory rate of 35% due to non-deductible impairment charges.

        We had an income tax expense of $4.1 million (effective tax rate of 36.1%) for the three months ended June 26, 2011 and an income tax expense of $9.3 million (effective tax rate of 36.1%) for the six months ended June 26, 2011. The effective tax rates for the three and six months ended June 26, 2011 are higher than the statutory rate of 35% due to state taxes.

NOTE 7—CONTINGENCIES

        There are various legal actions that have arisen in the ordinary course of business and are pending against us. Although, it is the opinion of management after reviewing these actions with our legal counsel that resolving claims against us will not have a material impact on the liquidity, results of operations, or financial position of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future.

NOTE 8—RELATED PARTY TRANSACTIONS AND PARENT COMPANY INVESTMENT

        These condensed consolidated financial statements reflect allocated expenses associated with The New York Times Company overhead and centralized support functions. The expenses generally include compensation and benefit costs, as well as other general overhead costs related to the support functions. Allocations are based on a number of utilization measures, including headcount and proportionate effort. The About Group recorded allocated costs of $0.6 million and $0.8 million for the three months ended June 24, 2012 and June 26, 2011, respectively, and $1.2 million and $1.5 million for the six months ended June 24, 2012 and June 26, 2011, respectively. These allocated costs are principally included in "Selling, general and administrative costs" in the accompanying condensed consolidated statements of operations.

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ABOUT, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 8—RELATED PARTY TRANSACTIONS AND PARENT COMPANY INVESTMENT (Continued)

        Net transfers to the Parent company are included within the Parent company investment. The components of the net transfers to the Parent company for the six months ended June 24, 2012 are as follows:

NOTE 9—SUBSEQUENT EVENTS

        In preparing these condensed consolidated financial statements, management evaluated subsequent events through December 4, 2012 on which date the condensed consolidated financial statements were available for issuance.

        On September 24, 2012, The New York Times Company completed the sale of The About Group to IAC pursuant to a stock purchase agreement dated as of August 26, 2012. As consideration for the acquisition of the equity of The About Group IAC paid to The New York Times Company $300 million in cash, plus an amount equal to the estimated net working capital of $16.3 million at closing.

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Exhibit 99.2

ABOUT, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
ABOUT, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
ABOUT, INC. CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY (Unaudited)
ABOUT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
ABOUT, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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Exhibit 99.3

IAC/INTERACTIVECORP AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

        The following unaudited pro forma condensed financial information gives effect to IAC/InterActiveCorp's ("IAC" or the "Company") acquisition of 100% of About, Inc. (consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses) on September 24, 2012 from The New York Times Company pursuant to a stock purchase agreement dated as of August 26, 2012 ("The About Group Acquisition"). The unaudited pro forma condensed statements of operations for the year ended December 31, 2011 and the six months ended June 30, 2012 also give effect to IAC's acquisition, through its wholly-owned subsidiary Match.com, of a controlling financial interest in Meetic S.A. ("Meetic") pursuant to its tender offer for the 73% of Meetic that it did not previously own (the "Meetic Acquisition"). Following the completion of the tender offer, IAC owned an 81% interest in Meetic and consolidated Meetic's financial statements with effect from September 1, 2011. The Meetic Acquisition was previously reported by the Company in a Current Report on Form 8-K/A filed October 21, 2011, and the Form 8-K/A contained unaudited pro forma financial information giving effect to such transaction.

        The unaudited pro forma condensed balance sheet gives effect to The About Group Acquisition as if it had occurred as of June 30, 2012. The unaudited pro forma condensed statements of operations give effect to The About Group Acquisition and the Meetic Acquisition as if they had occurred on January 1, 2011. The unaudited pro forma condensed financial information was prepared using:

•

the historical consolidated balance sheet for IAC as of June 30, 2012;



•

the historical consolidated balance sheet for The About Group as of June 24, 2012;



•

the historical consolidated statement of operations for IAC for the year ended December 31, 2011;



•

the historical consolidated statement of operations for The About Group for the fiscal year ended December 25, 2011;



•

the historical consolidated statement of operations for Meetic for the eight months ended August 31, 2011;



•

the historical consolidated statement of operations for IAC for the six months ended June 30, 2012; and



•

the historical consolidated statement of operations for The About Group for the six months ended June 24, 2012.

        The unaudited pro forma financial information is based upon available information and assumptions that the Company believes are reasonable.

        The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if The About Group Acquisition and the Meetic Acquisition had occurred on January 1, 2011 nor the financial position that would have been achieved if The About Group Acquisition had occurred as of June 30, 2012. The unaudited pro forma financial information is also not necessarily indicative of future operating results or financial position. The unaudited pro forma financial information, including the notes thereto, should be read in conjunction with the Company's consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, that have been filed with the Securities and Exchange Commission.

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IAC/INTERACTIVECORP AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED BALANCE SHEET

JUNE 30, 2012

(amounts in millions; rounding differences may exist)

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IAC/INTERACTIVECORP AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2011

(amounts in millions, except per share amounts; rounding differences may exist)

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IAC/INTERACTIVECORP AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2012

(amounts in millions, except per share amounts; rounding differences may exist)

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IAC/INTERACTIVECORP AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION

(amounts in millions; rounding differences may exist)

(a)

To record payment to The New York Times Company of $315.0 million (consisting of the $300.0 million purchase price and an estimated $15.0 million net working capital adjustment), after giving effect to The About Group Acquisition as if it had occurred as of June 30, 2012.

Allocation of the fair value in excess of net assets:

The allocation of the fair value in excess of net assets is preliminary and subject to revision.

(b)

To record the payment of IAC's estimated transaction costs related to The About Group Acquisition.

(c)

To record the effect of the write-off of Meetic's deferred revenue and the amortization of Meetic's intangibles as if the Meetic Acquisition had occurred on January 1, 2011 and the related income tax effect.

(d)

To reverse the actual effect of the write-off of Meetic's deferred revenue upon acquisition and the actual amortization of Meetic's intangibles and the related income tax effect.

(e)

To record the effects of a fair value adjustment to Meetic's stock awards as if the Meetic Acquisition had occurred on January 1, 2011.

(f)

To reverse the equity income recorded by Meetic and the noncontrolling interest recorded by Match related to their jointly owned Latin American venture and the related income tax effect.

(g)

To reverse Match's equity in loss of Meetic and the related income tax effect.

(h)

To attribute losses from the Meetic pro forma adjustments to the noncontrolling interest holders.

(i)

To reverse the impairment of The About Group assets and the related income tax effect.

(j)

To record the amortization of The About Group's intangibles as if the acquisition had occurred on January 1, 2011 and the related income tax effect.

(k)

To reverse the actual amortization of The About Group's intangibles, and the related income tax effect.

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Exhibit 99.3

IAC/INTERACTIVECORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
IAC/INTERACTIVECORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED BALANCE SHEET JUNE 30, 2012 (amounts in millions; rounding differences may exist)
IAC/INTERACTIVECORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2011 (amounts in millions, except per share amounts; rounding differences may exist)
IAC/INTERACTIVECORP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2012 (amounts in millions, except per share amounts; rounding differences may exist)
IAC/INTERACTIVECORP AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION (amounts in millions; rounding differences may exist)