|
|
|
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
(Address of Registrant's principal executive offices)
|
|
10011
(Zip Code)
|
Title of each class
|
|
Name of exchange on which registered
|
Common Stock, par value $0.001
|
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
|
|
Smaller reporting
company
o
|
|
Emerging growth
company
o
|
Common Stock
|
|
76,869,350
|
|
Class B Common Stock
|
|
5,789,499
|
|
Total
|
|
82,658,849
|
|
|
|
Page
Number
|
•
|
our ability to continue to increase consumer acceptance and adoption of online dating products, including in emerging markets and other parts of the world where the stigma is only beginning to erode;
|
•
|
continued growth in Internet access and smart phone adoption in certain regions of the world, particularly emerging markets;
|
•
|
the continued strength of Match Group’s brands;
|
•
|
the breadth and depth of Match Group’s active user communities relative to those of its competitors;
|
•
|
our ability to evolve our dating products in response to competitor offerings, user requirements, social trends and the technological landscape;
|
•
|
our ability to efficiently acquire new users for our dating products;
|
•
|
our ability to continue to optimize our monetization strategies; and
|
•
|
the design and functionality of our dating products.
|
•
|
the size, quality, diversity and stability of our network of Marketplace service professionals and the breadth of our online directory listings;
|
•
|
the functionality of our websites and mobile applications and the attractiveness of their features and our products and services generally to consumers and service professionals, as well as our continued ability to introduce new products and services that resonate with consumers and service professionals generally;
|
•
|
our ability to continue to build and maintain awareness of, and trust in and loyalty to, our various brands, particularly our Angie’s List and HomeAdvisor brands;
|
•
|
our ability to consistently generate service requests through the Marketplace and leads through our online directories that convert into revenue for our service professionals in a cost-effective manner; and
|
•
|
the quality and consistency of our service professional pre-screening processes and ongoing quality control efforts, as well as the reliability, depth and timeliness of customer ratings and reviews.
|
•
|
the quality of our technology platform, premium offerings, live streaming tools and services and user (creator and viewer) experience;
|
•
|
whether our premium offerings and live streaming tools and services resonate with creators;
|
•
|
the ability of creators to distribute Vimeo-hosted content across third party platforms and the prominence and visibility of such content within search engine results and social media platforms;
|
•
|
the recognition and strength of the Vimeo brand relative to those of our competitors; and
|
•
|
our ability to drive new subscribers to our platform through various forms of direct marketing.
|
•
|
the quality and diversity of our content relative to that of our competitors and the third parties to whom we license our content, as well as the quality of the services provided by licensees of our content;
|
•
|
our continued ability to create new content that resonates with licensees and viewers; and
|
•
|
our ability to sell integration and sponsorship opportunities for our content.
|
•
|
the quality and diversity of our films relative to those of our competitors;
|
•
|
our continued ability to retain the services of quality actors, directors, producers and other creative and technical personnel, as well as production financing; and
|
•
|
our continued ability to create new films that resonate with viewers and distribute them to a broad viewing audience through theaters and video-on-demand channels.
|
•
|
Consumer, which develops and distributes downloadable desktop and mobile applications and includes Apalon, which houses our mobile applications, and SlimWare; and
|
•
|
Partnerships, which includes our business-to-business partnership operations.
|
•
|
create browser extensions and other applications that resonate with consumers (which requires that we continue to bundle attractive features, content and services, some of which may be owned by third parties, with quality search services);
|
•
|
maintain industry-leading monetization solutions for our applications;
|
•
|
differentiate our browser extensions and other applications from those of our competitors (primarily through providing customized browser tab pages and access to multiple search and other services through our browser extensions);
|
•
|
secure cost-effective distribution arrangements with third parties; and
|
•
|
market and distribute our browser extensions and other applications directly to consumers in a cost-effective manner.
|
•
|
our Premium Brands business, which includes Dotdash (formerly About.com), Dictionary.com, Investopedia and The Daily Beast; and
|
•
|
our Ask & Other business, which primarily includes Ask Media Group, CityGrid and, for periods prior to its sale on June 30, 2016, ASKfm.
|
•
|
Dotdash, which operates a network of digital brands that provide reliable information and inspiration in select vertical categories, including The Spruce (Home), The Balance (Money), Verywell (Health), Lifewire (Tech), TripSavvy (Travel) and ThoughtCo (Lifelong Learning);
|
•
|
Dictionary.com, which primarily provides online and mobile dictionary, thesaurus and reference services;
|
•
|
Investopedia, a resource for investment and personal finance education and information, as well as online courses through Investopedia Academy for a fee; and
|
•
|
The Daily Beast, a website dedicated to news, commentary, culture and entertainment that curates and publishes existing and original online content from its own roster of contributors in the United States.
|
•
|
Ask Media Group, a collection of websites (including Ask.com) that provide general search services and information; and
|
•
|
CityGrid, an advertising network that integrates local content and advertising for distribution to affiliated and third party publishers across web and mobile platforms.
|
•
|
the quality of the content and features on our various Publishing platforms (websites and mobile applications), and the attractiveness of the services provided by these platforms generally, relative to those of our competitors;
|
•
|
our ability to successfully generate and acquire content (or the rights thereto) in a cost-effective manner;
|
•
|
the relevance and authority of the content and search results featured on our various Publishing platforms; and
|
•
|
our ability to successfully market the content and search services offered by our Publishing businesses in a cost-effective manner.
|
•
|
limit our respective abilities to obtain additional financing to fund working capital needs, acquisitions, capital expenditures or other debt service requirements or for other purposes;
|
•
|
limit our respective abilities to use operating cash flow in other areas of our respective businesses because we must dedicate a substantial portion of these funds to service indebtedness;
|
•
|
limit our respective abilities to compete with other companies who are not as highly leveraged;
|
•
|
restrict any one or more of us from making strategic acquisitions, developing properties or exploiting business opportunities;
|
•
|
restrict the way in which one or more of us conducts business because of financial and operating covenants in the agreements governing our indebtedness;
|
•
|
expose one or more of us to potential events of default under financial and operating covenants contained in our respective debt instruments, which if not cured or waived, could have a material adverse effect on our business, financial condition and operating results;
|
•
|
increase our respective vulnerabilities to a downturn in general economic conditions or in pricing of our various products and services; and
|
•
|
limit our respective abilities to react to changing market conditions in the various industries in which we do business.
|
•
|
our respective future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
|
•
|
the future ability of IAC and Match Group to borrow under our respective revolving credit agreements, as well as the future ability of ANGI Homeservices to add one or more incremental term loans or revolving facilities under its credit agreement, the availability of which will depend on, among other things, compliance with the covenants in the agreements governing such indebtedness.
|
•
|
properly value prospective acquisitions, especially those with limited operating histories;
|
•
|
successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with our existing operations and systems;
|
•
|
successfully identify and realize potential synergies among acquired and existing businesses;
|
•
|
retain or hire senior management and other key personnel at acquired businesses; and
|
•
|
successfully manage acquisition‑related strain on the management, operations and financial resources of IAC and its businesses and/or acquired businesses.
|
•
|
operational and compliance challenges caused by distance, language and cultural differences;
|
•
|
difficulties in staffing and managing international operations;
|
•
|
differing levels of social and technological acceptance of our products and services or lack of acceptance of them generally;
|
•
|
foreign currency fluctuations;
|
•
|
restrictions on the transfer of funds among countries and back to the United States and costs associated with repatriating funds to the United States;
|
•
|
differing and potentially adverse tax laws;
|
•
|
multiple, conflicting and changing laws, rules and regulations, and difficulties understanding and ensuring compliance with those laws by both our employees and our business partners, over whom we exert no control;
|
•
|
competitive environments that favor local businesses;
|
•
|
limitations on the level of intellectual property protection; and
|
•
|
trade sanctions, political unrest, terrorism, war and epidemics or the threat of any of these events.
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2017
|
|
|
|
||||
Fourth Quarter
|
$
|
137.86
|
|
|
$
|
116.59
|
|
Third Quarter
|
119.53
|
|
|
98.91
|
|
||
Second Quarter
|
107.98
|
|
|
72.84
|
|
||
First Quarter
|
77.46
|
|
|
64.69
|
|
||
Year Ended December 31, 2016
|
|
|
|
||||
Fourth Quarter
|
$
|
68.75
|
|
|
$
|
60.39
|
|
Third Quarter
|
64.00
|
|
|
55.41
|
|
||
Second Quarter
|
57.14
|
|
|
45.37
|
|
||
First Quarter
|
60.56
|
|
|
38.82
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
(a)
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
|
$
|
3,230,933
|
|
|
$
|
3,109,547
|
|
|
$
|
3,022,987
|
|
Earnings (loss) from continuing operations
|
358,008
|
|
|
(16,151
|
)
|
|
113,374
|
|
|
234,557
|
|
|
281,799
|
|
|||||
Earnings from discontinued operations
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
174,673
|
|
|
1,926
|
|
|||||
Net (earnings) loss attributable to noncontrolling interests
|
(53,084
|
)
|
|
(25,129
|
)
|
|
6,098
|
|
|
5,643
|
|
|
2,059
|
|
|||||
Net earnings (loss) attributable to IAC shareholders
|
304,924
|
|
|
(41,280
|
)
|
|
119,472
|
|
|
414,873
|
|
|
285,784
|
|
|||||
Earnings (loss) per share from continuing operations attributable to IAC shareholders:
|
|
|
|
|
|||||||||||||||
Basic
|
$
|
3.81
|
|
|
$
|
(0.52
|
)
|
|
$
|
1.44
|
|
|
$
|
2.88
|
|
|
$
|
3.40
|
|
Diluted
|
$
|
3.18
|
|
|
$
|
(0.52
|
)
|
|
$
|
1.33
|
|
|
$
|
2.71
|
|
|
$
|
3.27
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.36
|
|
|
$
|
1.16
|
|
|
$
|
0.96
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,867,810
|
|
|
$
|
4,645,873
|
|
|
$
|
5,188,691
|
|
|
$
|
4,241,421
|
|
|
$
|
4,183,810
|
|
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
13,750
|
|
|
20,000
|
|
|
40,000
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, net
|
1,979,469
|
|
|
1,582,484
|
|
|
1,726,954
|
|
|
1,064,536
|
|
|
1,062,446
|
|
(a)
|
We recognized items that affected the comparability of results for the years 2017, 2016 and 2015, see "
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
."
|
(b)
|
There were no discontinued operations for the three years ended December 31, 2017. For the year ended December 31, 2014, earnings from discontinued operations were due to the release of tax reserves related to the expiration of the statutes of limitations for federal income taxes for the years 2001 through 2009.
|
•
|
Match Group
- is the world's leading provider of dating products, operating a portfolio of brands, including Tinder, Match, PlentyOfFish and OkCupid.
|
•
|
ANGI Homeservices
- is the world's largest digital marketplace for home services, connecting millions of homeowners across the globe with home service professionals, and operates leading brands in eight countries, including HomeAdvisor and Angie's List.
|
•
|
Video
- consists of Vimeo, Electus, IAC Films and Daily Burn.
|
•
|
Applications
- consists of
Consumer
, which includes our direct-to-consumer downloadable desktop applications, Apalon, which houses our mobile operations, and SlimWare, which houses our downloadable desktop software and service operations; and
Partnerships
, which includes our business-to-business partnership operations.
|
•
|
Publishing
- consists of
Premium Brands,
which includes Dotdash, Dictionary.com, Investopedia and The Daily Beast; and
Ask & Other,
which primarily includes Ask Media Group, CityGrid and, for periods prior to its sale on June 30, 2016, ASKfm.
|
•
|
Other
- consists of The Princeton Review, ShoeBuy and PriceRunner, for periods prior to their sales on March 31, 2017, December 30, 2016 and March 18, 2016, respectively.
|
•
|
North America
- consists of the financial results and metrics associated with users located in the United States and Canada.
|
•
|
International
- consists of the financial results and metrics associated with users located outside of the United States and Canada.
|
•
|
Direct Revenue
- is revenue that is received directly from end users of its products and includes both subscription and à la carte revenue.
|
•
|
Subscribers -
are users who purchase a subscription to one of Match Group's products. Users who purchase only à la carte features are not included in Subscribers.
|
•
|
Average Subscribers
- is the number of Subscribers at the end of each day in the relevant measurement period divided by the number of calendar days in that period.
|
•
|
Average Revenue per Subscriber (or "ARPU")
- is Direct Revenue from Subscribers in the relevant measurement period (whether in the form of subscription or à
la carte) divided by the Average Subscribers in such period and further divided by the number of calendar days in such period. Direct Revenue from users who are not Subscribers and have purchased only à la carte features is not included in ARPU.
|
•
|
Marketplace (formerly HomeAdvisor Domestic) Revenue
- reflects revenue from the HomeAdvisor domestic marketplace service, including consumer connection revenue for consumer matches and membership subscription revenue from service professionals. It excludes other North America operating subsidiaries within the segment.
|
•
|
Marketplace (formerly HomeAdvisor Domestic) Service Requests
- are fully completed and submitted domestic customer service requests on HomeAdvisor.
|
•
|
Marketplace (formerly HomeAdvisor Domestic) Paying Service Professionals (or "Marketplace Paying SPs")
- are the number of HomeAdvisor domestic service professionals that had an active membership and/or paid for consumer matches in the last month of the period.
|
•
|
Vimeo ending subscribers
- are the number of subscribers to Vimeo's SaaS video tools at the end of the period.
|
•
|
Cost of revenue -
consists primarily of traffic acquisition costs and includes (i) fees paid to Apple and Google related to the distribution and the facilitation of in-app purchases of product features and (ii) payments made to partners who distribute our Partnerships customized browser-based applications and who integrate our paid listings into their websites. These payments include amounts based on revenue share and other arrangements. Cost of revenue also includes production costs related to media produced by Electus and other businesses within our Video segment, hosting fees, compensation (including stock-based compensation expense) and other employee-related costs for personnel engaged in data center operations and Match Group customer service functions, credit card processing fees, content costs, and expenses associated with the operation of the Company's data centers. For periods prior to the sale of The Princeton Review and ShoeBuy, cost of revenue also includes rent and cost for teachers and tutors and cost of products sold, including shipping and handling costs, respectively.
|
•
|
Selling and marketing expense -
consists primarily of advertising expenditures, which include online marketing, including fees paid to search engines, social media sites and third parties that distribute our Consumer downloadable desktop applications, offline marketing, which is primarily television advertising, and partner-related payments to those who direct traffic to the Match Group and ANGI Homeservices brands, and compensation (including stock-based compensation expense) and other employee-related costs for personnel engaged in selling and marketing and sales support.
|
•
|
General and administrative expense -
consists primarily of compensation (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources, and customer service functions (except for Match Group which includes customer service costs within cost of revenue), fees for professional services, facilities costs, bad debt expense, software license and maintenance costs and acquisition-related contingent consideration fair value adjustments (described below).
|
•
|
Product development expense
-
consists primarily of compensation (including stock-based compensation expense) and other employee-related costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology.
|
•
|
Acquisition-related contingent consideration fair value adjustments
- relate to the portion of the purchase price of certain acquisitions that is contingent upon the future operating performance of the acquired company. The amounts ultimately paid are generally dependent upon earnings performance and/or operating metrics as stipulated in the relevant purchase agreements. The fair value of the liability is estimated at the date of acquisition and adjusted each reporting period until the liability is settled. If the payment date of the liability is longer than one year, the amount is initially recorded net of a discount, which is amortized as an expense each period. In a period where the acquired company is expected to perform better than the previous estimate, the liability will be increased resulting in additional expense; and in a period when the acquired company is expected to perform worse than the previous estimate, the liability will be decreased resulting in income. The year-over-year impact can be significant, for example, if there is income in one period and expense in the other period.
|
•
|
Exchangeable Notes -
On October 2, 2017, a finance subsidiary of the Company issued $517.5 million aggregate principal of 0.875% Exchangeable Senior Notes due October 1, 2022, which notes are guaranteed by the Company and are exchangeable into shares of the Company's common stock. A portion of the proceeds were used to repay the outstanding balance of the 4.875% Senior Notes (described below). Interest is payable each April 1 and October 1, which commences on April 1, 2018. The outstanding balance of the Exchangeable Notes as of
December 31, 2017
is
$517.5 million
. Each
$1,000
of principal of the Exchangeable Notes is exchangeable for
6.5713
shares of the Company's common stock, which is equivalent to an exchange price of approximately
$152.18
per share, subject to adjustment upon the occurrence of specified events.
|
•
|
4.75% Senior Notes
- IAC's 4.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15, a portion of which were exchanged for the Match Group 6.75% Senior Notes (described below) on November 16, 2015. The outstanding balance of the 4.75% Senior Notes as of
December 31, 2017
is
$34.9 million
.
|
•
|
4.875% Senior Notes
- The outstanding balance of $361.9 million was redeemed on November 30, 2017, using a portion of the proceeds from the Exchangeable Notes.
|
•
|
Match Exchange Offer
- Match Group exchanged $445 million of Match Group 6.75% Senior Notes for a substantially like amount of 4.75% Senior Notes on November 16, 2015.
|
•
|
Match Group 6.75% Senior Notes
- Match Group's 6.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15. Match Group's 6.75% Senior Notes were issued in exchange for the 4.75% Senior Notes on November 16, 2015. The outstanding balance of $445.2 million was redeemed on December 17, 2017 with the proceeds from the Match Group 5.00% Senior Notes (described below) and cash on hand.
|
•
|
Match Group Term Loan
- a seven-year term loan entered into by Match Group on November 16, 2015 in the original amount of $800 million. During 2016, Match Group made $450 million of principal payments, $400 million of which was funded from proceeds of the 6.375% Senior Notes (described below). On August 14, 2017, the Match Group Term Loan was increased by $75 million to $425 million, repriced the outstanding balance at LIBOR plus 2.50% and reduced the LIBOR floor to 0.00%. The outstanding balance of the Match Group Term Loan as of December 31, 2017 is $425 million. The interest rate on the Match Group Term Loan at
December 31, 2017
is
3.85%
.
|
•
|
Match Group 6.375% Senior Notes
- Match Group's 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1. The outstanding balance of the Match Group 6.375% Senior Notes as of December 31, 2017 is
$400 million
.
|
•
|
Match Group 5.00% Senior Notes
- Match Group's 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15, which commences on June 15, 2018. The proceeds, along with cash on hand, were used to redeem the outstanding balance of the Match Group 6.75% Senior Notes. The outstanding balance of the Match Group 5.00% Senior Notes as of
December 31, 2017
is
$450 million
.
|
•
|
ANGI Homeservices Term Loan -
a five-year term loan entered into by ANGI Homeservices on November 1, 2017 in the amount of
$275 million
. The ANGI Homeservices Term Loan currently bears interest at LIBOR plus 2.00%. The outstanding balance of the ANGI Homeservices Term Loan as of December 31, 2017 is $275 million. The interest rate on the ANGI Homeservices Term Loan at
December 31, 2017
is
3.38%
.
|
•
|
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA")
- is a non-GAAP financial measure. See "
Principles of Financial Reporting
" for the definition of Adjusted EBITDA.
|
(i)
|
the sale of ASKfm on June 30, 2016 (reflected in the Publishing segment)
|
(ii)
|
acquisitions in 2016 and 2015:
|
•
|
MyHammer Holding AG ("MyHammer") on November 3, 2016 (reflected in the ANGI Homeservices segment)
|
•
|
PlentyOfFish on October 28, 2015 (reflected in the Match Group segment); and
|
•
|
Pairs (also known as Eureka) on April 24, 2015 (reflected in the Match Group segment).
|
(iii)
|
costs of $4.9 million and $16.8 million in 2016 and 2015, respectively, related to the consolidation and streamlining of technology systems and European operations at the Match Group segment. This project was complete as of December 31, 2016.
|
(iv)
|
restructuring charges in 2016 of $15.6 million and $2.6 million at the Publishing and Applications segments, respectively, to reduce costs in light of significant declines in revenue from the new Google contract, which was effective April 1, 2016, as well as declines from certain other legacy businesses.
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Match Group
|
$
|
1,330,661
|
|
|
$
|
212,551
|
|
|
19
|
%
|
|
$
|
1,118,110
|
|
|
$
|
208,405
|
|
|
23
|
%
|
|
$
|
909,705
|
|
ANGI Homeservices
|
736,386
|
|
|
237,496
|
|
|
48
|
%
|
|
498,890
|
|
|
137,689
|
|
|
38
|
%
|
|
361,201
|
|
|||||
Video
|
276,994
|
|
|
48,345
|
|
|
21
|
%
|
|
228,649
|
|
|
15,332
|
|
|
7
|
%
|
|
213,317
|
|
|||||
Applications
|
577,998
|
|
|
(26,142
|
)
|
|
(4
|
)%
|
|
604,140
|
|
|
(156,608
|
)
|
|
(21
|
)%
|
|
760,748
|
|
|||||
Publishing
|
361,837
|
|
|
(45,476
|
)
|
|
(11
|
)%
|
|
407,313
|
|
|
(284,373
|
)
|
|
(41
|
)%
|
|
691,686
|
|
|||||
Other
*
|
23,980
|
|
|
(259,385
|
)
|
|
(92
|
)%
|
|
283,365
|
|
|
(11,456
|
)
|
|
(4
|
)%
|
|
294,821
|
|
|||||
Inter-segment elimination
|
(617
|
)
|
|
(32
|
)
|
|
(6
|
)%
|
|
(585
|
)
|
|
(40
|
)
|
|
(7
|
)%
|
|
(545
|
)
|
|||||
Total
|
$
|
3,307,239
|
|
|
$
|
167,357
|
|
|
5
|
%
|
|
$
|
3,139,882
|
|
|
$
|
(91,051
|
)
|
|
(3
|
)%
|
|
$
|
3,230,933
|
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$651,008
|
|
$(104,722)
|
|
(14)%
|
|
$755,730
|
|
$(22,431)
|
|
(3)%
|
|
$778,161
|
As a percentage of revenue
|
20%
|
|
|
|
|
|
24%
|
|
|
|
|
|
24%
|
•
|
The Other decrease was due to the sales of ShoeBuy and The Princeton Review.
|
•
|
The Publishing decrease was due primarily to reductions of $15.2 million in traffic acquisition costs driven by a decline in revenue at Ask & Other, $8.4 million in rent expense due to vacating a data center in the fourth quarter of 2016 and $6.5 million in content costs due primarily to Dotdash due, in part, to its vertical brand strategy which launched in the second quarter of 2016.
|
•
|
The Applications decrease was due primarily to a reduction of $16.6 million in traffic acquisition costs driven by a decline in revenue at Partnerships and a decrease of $2.9 million in compensation due, in part, to the reductions in workforce in 2016.
|
•
|
The Match Group increase was due primarily to increases of $75.4 million in in-app purchase fees and $5.9 million in hosting fees. The increases were due primarily to the growth at Tinder.
|
•
|
The Video increase was due primarily to an increase in production costs at IAC Films related to the sales of
The
Meyerowitz Stories (New and Selected)
and
The Legacy of a Whitetail Deer Hunter
and the release of
Lady Bird
in the current year period, the contribution from Livestream, which was acquired on October 18, 2017, and an increase of $2.6 million in hosting fees at Vimeo due to subscription growth, partially offset by lower production costs at Electus.
|
•
|
The ANGI Homeservices increase was due primarily to the inclusion of expense of $3.7 million from Angie's List resulting from the Combination, an increase of $2.8 million in credit card processing fees due to higher revenue and an increase of $1.6 million in hosting fees, partially offset by a reduction in traffic acquisition costs of $0.4 million.
|
•
|
The Applications decrease was due primarily to a reduction of $52.0 million in traffic acquisition costs driven by a decline in revenue at Partnerships.
|
•
|
The Publishing decrease was due primarily to reductions of $40.0 million in traffic acquisition costs and $4.6 million in content costs driven by a decline in revenue at Ask & Other, partially offset by $9.2 million in restructuring charges in 2016 related to vacating a data center facility and severance costs in connection with a reduction in workforce.
|
•
|
The Match Group increase was due primarily to a significant increase in in-app purchase fees across multiple brands, including Tinder, and the 2015 acquisitions of PlentyOfFish and Pairs.
|
•
|
The Video increase was due primarily to a net increase in production costs at our media and video businesses and an increase in hosting fees related to Vimeo's subscription growth, increased video plays and expanded On Demand catalog. These increases were partially offset by a reduction in investment in content costs at Vimeo in 2016.
|
•
|
The Other increase was due primarily to an increase in cost of products sold at ShoeBuy due to increased sales, partially offset by a mix shift to higher margin online products from in-person courses at The Princeton Review and the sale of PriceRunner.
|
•
|
The ANGI Homeservices increase was due primarily to an increase of $1.9 million in credit card processing fees due to higher revenue and an increase of $0.6 million in traffic acquisition costs.
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Selling and marketing expense
|
$1,381,221
|
|
$134,124
|
|
11%
|
|
$1,247,097
|
|
$(101,196)
|
|
(8)%
|
|
$1,348,293
|
As a percentage of revenue
|
42%
|
|
|
|
|
|
40%
|
|
|
|
|
|
42%
|
•
|
The ANGI Homeservices increase was due primarily to higher online and offline marketing of $78.2 million, of which $5.3 million was from the inclusion of Angie's List, an increase of $64.9 million in compensation, of which $24.4 million was from the inclusion of Angie's List, and $9.5 million of expense from acquisitions made prior to the Combination. The increase in marketing is due primarily to increased organic investment including television spend. Compensation increased due primarily to an increase of $24.9 million in stock-based compensation expense, of which $9.8 million was from the inclusion of Angie's List, an increase in the sales force and the inclusion of $7.4 million in severance and retention costs related to the Combination. The increase in stock-based compensation expense was due
|
•
|
The Match Group increase was due primarily to higher offline and online marketing of $15.3 million and an increase in compensation of $9.1 million. The increase in marketing is due primarily to an increase in strategic investments in certain international markets at the Tinder business and increased marketing related to the launch of a new brand in Europe, partially offset by a reduction in marketing spend at Match Group's affinity brands. The increase in compensation is primarily related to an increase in headcount at Tinder and the employer portion of payroll taxes paid in connection with the exercise of Match Group options. As a percentage of revenue, selling and marketing expense decreased due primarily to a continued shift towards brands with lower marketing spend and reductions in marketing spend at the affinity brands.
|
•
|
The Video increase was due primarily to increases in both online and offline marketing at Vimeo and IAC Films of $10.6 million and $6.5 million, respectively, and compensation at Vimeo and Electus of $2.4 million and $1.7 million, respectively, partially offset by a decrease of $3.5 million in offline marketing at Daily Burn.
|
•
|
The Publishing decrease was due primarily to a reduction of $26.6 million in online marketing, principally related to lower Ask & Other revenue resulting from changes in the Google contract, and a decrease of $8.0 million in compensation due, in part, to reductions in workforce that occurred in 2016 including $3.1 million in restructuring costs in 2016.
|
•
|
The Other decrease was due to the sales of ShoeBuy and The Princeton Review.
|
•
|
The Publishing decrease was due primarily to a reduction of $132.6 million in online marketing, resulting from a decline in revenue, partially offset by $3.1 million in restructuring charges in 2016 related to severance costs in connection with a reduction in workforce.
|
•
|
The Applications decrease was due primarily to a decline of $37.5 million in online marketing, principally related to lower anticipated search revenue from our downloadable desktop applications at Consumer.
|
•
|
The Video decrease was due primarily to a reduction of $8.9 million in online marketing driven primarily by Vimeo.
|
•
|
The ANGI Homeservices increase was due primarily to higher online and offline marketing of $51.2 million and an increase of $27.8 million in compensation due primarily to an increase in the sales force.
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
General and administrative expense
|
$719,257
|
|
$188,811
|
|
36%
|
|
$530,446
|
|
$18,391
|
|
4%
|
|
$512,055
|
As a percentage of revenue
|
22%
|
|
|
|
|
|
17%
|
|
|
|
|
|
16%
|
•
|
The ANGI Homeservices increase was due primarily to higher compensation of $130.7 million, of which $38.4 million was from the inclusion of Angie's List, and $24.3 million in costs related to the Combination including transaction related costs of $14.3 million and integration related costs of $10.0 million. The increase in compensation was due primarily to an increase of $100.5 million in stock-based compensation expense, of which $18.0 million was from the inclusion of Angie's List, an increase in headcount from business growth and the inclusion of $11.8 million in severance and retention costs in 2017 related to the Combination. The increase in stock-based compensation expense was due principally to the modification of previously issued HomeAdvisor vested and unvested equity awards, which were converted into ANGI Homeservices' equity awards, the expense related to previously issued Angie's List equity awards and the acceleration of certain Angie's List equity awards resulting from the termination of employees in connection with the Combination as well as a modification charge related to a HomeAdvisor equity award in 2017. General and administrative expense also includes increases of $9.2 million in bad debt expense due, in part, to higher Marketplace Revenue, $3.9 million in outsourced customer service expense and $3.2 million in software license and maintenance costs, as well as $9.8 million of expense from acquisitions made prior to the Combination.
|
•
|
The Match Group increase was due primarily to an increase of $20.6 million in compensation, a change of $14.5 million in acquisition-related contingent consideration fair value adjustments (expense of $5.3 million in 2017 versus income of $9.2 million in 2016) and an increase of $6.8 million in professional fees. The increase in compensation was due to an increase of $9.1 million in stock-based compensation expense due primarily to an increase in expense related to a subsidiary denominated equity award held by a non-employee, which award was settled in the third quarter of 2017, the employer portion of payroll taxes paid in connection with the exercise of Match Group options and an increase in headcount from business growth. The increase in professional fees was due primarily to the Tinder Equity Plan Settlement.
|
•
|
The Corporate increase was due primarily to higher compensation costs in 2017, including an increase in stock-based compensation expense due primarily to the issuance of new equity awards since 2016 and higher professional fees.
|
•
|
The Other decrease was due primarily to the sales of The Princeton Review and ShoeBuy.
|
•
|
The Applications decrease was due primarily to the inclusion in 2016 of $12.0 million in expense related to an acquisition-related contingent consideration fair value adjustment and a $2.9 million favorable legal settlement in 2017.
|
•
|
The Publishing decrease was due primarily to the effect of the reductions in workforce in 2016, $2.3 million in restructuring costs included in 2016 and the sale of ASKfm on June 30, 2016.
|
•
|
The ANGI Homeservices increase was due primarily to higher compensation of $10.8 million due, in part, to increased headcount, an increase in bad debt expense due to higher Marketplace Revenue, an increase in software license and maintenance costs and $2.1 million in transaction-related costs in 2016.
|
•
|
The Match Group increase was due primarily to an increase of $7.5 million in compensation, an increase of $4.0 million in rent due to growth in the business and a decrease in income of $1.9 million in acquisition-related contingent consideration fair value adjustments. The increase in compensation was due to an increase in headcount from both acquisitions and existing business growth, partially offset by a decrease of $2.1 million in stock-based compensation expense due primarily to the inclusion in 2015 of a modification charge related to certain equity awards, partially offset by the issuance of new equity awards since 2015.
|
•
|
The Applications increase was due primarily to a change of $13.8 million in acquisition-related contingent consideration fair value adjustments, which was due to expense of $12.0 million in 2016 versus income of $1.8 million in 2015, partially offset by a decrease in compensation due, in part, to a decrease in headcount related to a reduction in workforce that took place in the first half of 2016.
|
•
|
The Publishing decrease was due primarily to the sale of ASKfm and a decrease in bad debt expense, partially offset by $2.3 million in restructuring charges in 2016 primarily related to severance costs in connection with a reduction in workforce.
|
•
|
The Other decrease was due primarily to decreases in consulting expenses and non-income tax related items at The Princeton Review.
|
•
|
The Corporate decrease was due primarily to a decrease in stock-based compensation expense resulting from the inclusion in 2015 of a modification charge and a greater number of awards being forfeited in 2016 compared to 2015, partially offset by the issuance of new equity awards in 2016.
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Product development expense
|
$250,879
|
|
$38,114
|
|
18%
|
|
$212,765
|
|
$16,142
|
|
8%
|
|
$196,623
|
As a percentage of revenue
|
8%
|
|
|
|
|
|
7%
|
|
|
|
|
|
6%
|
•
|
The ANGI Homeservices increase was due primarily to an increase of $23.0 million in compensation, of which $6.8 million was from the inclusion of Angie's List, and $2.9 million of expense from acquisitions made prior to the Combination. The increase in compensation was due principally to an increase of $14.5 million in stock-based compensation expense due to the modification of previously issued HomeAdvisor vested and unvested equity awards, which were converted into ANGI Homeservices' equity awards in connection with the Combination and increased headcount.
|
•
|
The Match Group increase was due primarily to an increase of $20.7 million in compensation driven by an increase of $14.4 million related to increased headcount and the employer portion of payroll taxes paid in connection with the exercise of Match Group options, and an increase of $6.3 million in stock-based compensation expense due primarily to new grants issued since 2016.
|
•
|
The Video increase was due primarily to the acquisition of Livestream.
|
•
|
The Publishing decrease was due primarily to lower compensation and other employee-related costs of $3.8 million due, in part, to reductions in workforce in 2016 including $1.2 million in restructuring costs in 2016 and the sale of ASKfm.
|
•
|
The Other decrease was due primarily to the sale of The Princeton Review.
|
•
|
The Applications decrease was due primarily to a decrease of $3.6 million in compensation due, in part, to a decrease in headcount related to reductions in workforce in 2016.
|
•
|
The Match Group increase was primarily related to an increase of $7.4 million in stock-based compensation expense, increased headcount at Tinder, and the 2015 acquisitions of PlentyOfFish and Pairs. The increase in stock-based compensation expense was due primarily to the issuance of new equity awards and a net increase in expense associated with the modification of certain equity awards since 2015.
|
•
|
The ANGI Homeservices increase was due primarily to an increase of $2.5 million in compensation and other employee-related costs due primarily to an increase in headcount.
|
•
|
The Video increase was due primarily to an increase in compensation at Vimeo due, in part, to increased headcount.
|
•
|
The Publishing increase was due primarily to $1.2 million in restructuring charges related to severance costs in connection with a reduction in workforce.
|
•
|
The Applications decrease was due primarily to a decrease of $4.4 million in compensation due, in part, to a decrease in headcount related to a reduction in workforce that took place in the first half of 2016.
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Depreciation
|
$74,265
|
|
$2,589
|
|
4%
|
|
$71,676
|
|
$9,471
|
|
15%
|
|
$62,205
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
|
|
|
|
2%
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Match Group
|
$
|
360,517
|
|
|
$
|
44,968
|
|
|
14
|
%
|
|
$
|
315,549
|
|
|
$
|
102,568
|
|
|
48
|
%
|
|
$
|
212,981
|
|
ANGI Homeservices
|
(149,176
|
)
|
|
(174,539
|
)
|
|
NM
|
|
|
25,363
|
|
|
26,931
|
|
|
NM
|
|
|
(1,568
|
)
|
|||||
Video
|
(35,659
|
)
|
|
(8,003
|
)
|
|
(29
|
)%
|
|
(27,656
|
)
|
|
11,100
|
|
|
29
|
%
|
|
(38,756
|
)
|
|||||
Applications
|
130,176
|
|
|
20,513
|
|
|
19
|
%
|
|
109,663
|
|
|
(65,482
|
)
|
|
(37
|
)%
|
|
175,145
|
|
|||||
Publishing
|
15,670
|
|
|
350,087
|
|
|
NM
|
|
|
(334,417
|
)
|
|
(307,725
|
)
|
|
(1153
|
)%
|
|
(26,692
|
)
|
|||||
Other
|
(5,621
|
)
|
|
6,057
|
|
|
52
|
%
|
|
(11,678
|
)
|
|
16,933
|
|
|
59
|
%
|
|
(28,611
|
)
|
|||||
Corporate
|
(127,441
|
)
|
|
(17,992
|
)
|
|
(16
|
)%
|
|
(109,449
|
)
|
|
3,462
|
|
|
3
|
%
|
|
(112,911
|
)
|
|||||
Total
|
$
|
188,466
|
|
|
$
|
221,091
|
|
|
NM
|
|
|
$
|
(32,625
|
)
|
|
$
|
(212,213
|
)
|
|
NM
|
|
|
$
|
179,588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
6%
|
|
|
|
|
|
(1)%
|
|
|
|
|
|
6%
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Match Group
|
$
|
468,941
|
|
|
$
|
65,561
|
|
|
16
|
%
|
|
$
|
403,380
|
|
|
$
|
118,826
|
|
|
42
|
%
|
|
$
|
284,554
|
|
ANGI Homeservices
|
37,858
|
|
|
(7,993
|
)
|
|
(17
|
)%
|
|
45,851
|
|
|
29,138
|
|
|
174
|
%
|
|
16,713
|
|
|||||
Video
|
(30,446
|
)
|
|
(9,199
|
)
|
|
(43
|
)%
|
|
(21,247
|
)
|
|
17,137
|
|
|
45
|
%
|
|
(38,384
|
)
|
|||||
Applications
|
136,757
|
|
|
4,481
|
|
|
3
|
%
|
|
132,276
|
|
|
(51,982
|
)
|
|
(28
|
)%
|
|
184,258
|
|
|||||
Publishing
|
31,470
|
|
|
39,041
|
|
|
NM
|
|
|
(7,571
|
)
|
|
(95,359
|
)
|
|
NM
|
|
|
87,788
|
|
|||||
Other
|
(1,532
|
)
|
|
(3,334
|
)
|
|
NM
|
|
|
1,802
|
|
|
(2,932
|
)
|
|
(62
|
)%
|
|
4,734
|
|
|||||
Corporate
|
(67,755
|
)
|
|
(14,483
|
)
|
|
(27
|
)%
|
|
(53,272
|
)
|
|
601
|
|
|
1
|
%
|
|
(53,873
|
)
|
|||||
Total
|
$
|
575,293
|
|
|
$
|
74,074
|
|
|
15
|
%
|
|
$
|
501,219
|
|
|
$
|
15,429
|
|
|
3
|
%
|
|
$
|
485,790
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
17%
|
|
|
|
|
|
16%
|
|
|
|
|
|
15%
|
|
Years Ended December 31,
|
||||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
||
|
(Dollars in thousands)
|
||||||||||||||
Interest expense
|
$105,295
|
|
$(3,815)
|
|
(3)%
|
|
$
|
109,110
|
|
|
$35,474
|
|
48%
|
|
73,636
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Other (expense) income, net
|
$(16,213)
|
|
$(76,863)
|
|
(127)%
|
|
$60,650
|
|
$23,712
|
|
64%
|
|
$36,938
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Income tax benefit (provision)
|
$291,050
|
|
NM
|
|
NM
|
|
$64,934
|
|
NM
|
|
NM
|
|
$(29,516)
|
Effective income tax rate
|
NM
|
|
|
|
|
|
80%
|
|
|
|
|
|
21%
|
|
Years Ended December 31,
|
||||||||||||
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
$ Change
|
|
% Change
|
|
2015
|
|
(Dollars in thousands)
|
||||||||||||
Net (earnings) loss attributable to noncontrolling interests
|
$(53,084)
|
|
$(27,955)
|
|
111%
|
|
$(25,129)
|
|
$(31,227)
|
|
NM
|
|
$6,098
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(In thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
|
||||
United States
(a)
|
|
$
|
1,178,616
|
|
|
$
|
815,588
|
|
All other countries
(b)
|
|
452,193
|
|
|
513,599
|
|
||
Total cash and cash equivalents
|
|
1,630,809
|
|
|
1,329,187
|
|
||
Marketable securities (United States)
(c)
|
|
4,995
|
|
|
89,342
|
|
||
Total cash and cash equivalents and marketable securities
(d)(e)
|
|
$
|
1,635,804
|
|
|
$
|
1,418,529
|
|
|
|
|
|
|
||||
Match Group Debt:
|
|
|
|
|
||||
Match Group Term Loan
|
|
$
|
425,000
|
|
|
$
|
350,000
|
|
Match Group 6.75% Senior Notes
|
|
—
|
|
|
445,172
|
|
||
Match Group 6.375% Senior Notes
|
|
400,000
|
|
|
400,000
|
|
||
Match Group 5.00% Senior Notes
|
|
450,000
|
|
|
—
|
|
||
Total Match Group long-term debt
|
|
1,275,000
|
|
|
1,195,172
|
|
||
Less: unamortized original issue discount and original issue premium, net
|
|
8,668
|
|
|
5,245
|
|
||
Less: unamortized debt issuance costs
|
|
13,636
|
|
|
13,434
|
|
||
Total Match Group debt, net
|
|
1,252,696
|
|
|
1,176,493
|
|
||
|
|
|
|
|
||||
ANGI Homeservices Debt:
|
|
|
|
|
||||
ANGI Homeservices Term Loan
|
|
275,000
|
|
|
—
|
|
||
Less: current portion of ANGI Homeservices long-term debt
|
|
13,750
|
|
|
—
|
|
||
Less: unamortized debt issuance costs
|
|
2,938
|
|
|
—
|
|
||
Total ANGI Homeservices debt, net
|
|
258,312
|
|
|
—
|
|
||
|
|
|
|
|
||||
IAC Debt:
|
|
|
|
|
||||
Exchangeable Notes
|
|
517,500
|
|
|
—
|
|
||
4.75% Senior Notes
|
|
34,859
|
|
|
38,109
|
|
||
4.875% Senior Notes
|
|
—
|
|
|
390,214
|
|
||
Total IAC long-term debt
|
|
552,359
|
|
|
428,323
|
|
||
Less: current portion of IAC long-term debt
|
|
—
|
|
|
20,000
|
|
||
Less: unamortized original issue discount
|
|
67,158
|
|
|
—
|
|
||
Less: unamortized debt issuance costs
|
|
16,740
|
|
|
2,332
|
|
||
Total IAC debt, net
|
|
468,461
|
|
|
405,991
|
|
||
|
|
|
|
|
||||
Total long-term debt, net
|
|
$
|
1,979,469
|
|
|
$
|
1,582,484
|
|
(a)
|
Domestically, cash equivalents primarily consist of AAA rated government money market funds and commercial paper rated A1/P1 or better with maturities less than 91 days from the date of purchase, and treasury discount notes.
|
(b)
|
Internationally, cash equivalents primarily consist of AAA rated government money market funds and time deposits with maturities of less than 91 days. Approximately $420 million of the Company’s international cash can be repatriated without any significant tax consequences as it has been substantially subjected to U.S. income taxes due to the Transition Tax imposed by the Tax Act. If needed for our U.S. operations, the remaining cash and cash equivalents held by the Company's foreign subsidiaries could be repatriated, however, under current law, would be subject to foreign, federal and state income taxes of approximately $8 million. We have not provided for any such tax because the Company currently does not anticipate a need to repatriate these funds to finance our U.S. operations and it is the Company's intent to indefinitely reinvest these funds outside of the U.S.
|
(c)
|
At December 31, 2017, marketable securities consist of commercial paper rated A1+/P1 with an initial maturity of more than 91 days. At December 31, 2016, marketable securities consist of commercial paper rated A1/P1, treasury discount notes, and short-to-medium-term debt securities issued by investment grade corporate issuers. The Company invests in marketable debt securities with active secondary or resale markets to ensure portfolio liquidity to fund current operations or satisfy other cash requirements as needed. The Company also may invest in equity securities as part of its investment strategy.
|
(d)
|
At December 31, 2017 and 2016, cash and cash equivalents include Match Group's domestic and international cash and cash equivalents of $203.5 million and $69.2 million; and $114.0 million and $139.6 million, respectively. Match Group is a separate and distinct legal entity with its own public shareholders and board of directors and has no obligation to provide the Company with funds. As a result, we cannot freely access the cash of Match Group and its subsidiaries. Match Group generated $321.1 million and $259.6 million of operating cash flows for the years ended December 31, 2017 and 2016, respectively. In addition, agreements governing Match Group’s indebtedness limit the payment of dividends or distributions, loans or advances to stockholders, including the Company, in the event a default has occurred or Match Group's leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0.
|
(e)
|
At December 31, 2017, cash and cash equivalents include ANGI Homeservices' domestic and international cash and cash equivalents of $214.8 million and $6.7 million, respectively. At December 31, 2016, all of ANGI Homeservices' cash and cash equivalents of $36.4 million was held internationally. ANGI Homeservices is a separate and distinct legal entity with its own public shareholders and board of directors and has no obligation to provide the Company with funds. As a result, we cannot freely access the cash of ANGI Homeservices and its subsidiaries. ANGI Homeservices generated $41.8 million and $47.9 million of operating cash flows for the years ended December 31, 2017 and 2016, respectively. In addition, the agreement governing ANGI Homeservices’ Term Loan limits the payment of dividends or distributions in the event a default has occurred or ANGI Homeservices’ leverage ratio (as defined in the indentures) exceeds 4.0 to 1.0.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
416,690
|
|
|
$
|
344,141
|
|
|
$
|
405,671
|
|
Investing activities
|
39,508
|
|
|
12,862
|
|
|
(582,721
|
)
|
|||
Financing activities
|
(166,124
|
)
|
|
(502,829
|
)
|
|
678,390
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
(a)
|
Less Than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Long-term debt
(b)
|
$
|
95,023
|
|
|
$
|
190,758
|
|
|
$
|
1,372,671
|
|
|
$
|
1,000,750
|
|
|
$
|
2,659,202
|
|
Operating leases
(c)
|
38,339
|
|
|
67,590
|
|
|
42,941
|
|
|
211,649
|
|
|
360,519
|
|
|||||
Purchase obligations
(d)
|
21,994
|
|
|
10,816
|
|
|
—
|
|
|
—
|
|
|
32,810
|
|
|||||
Total contractual obligations
|
$
|
155,356
|
|
|
$
|
269,164
|
|
|
$
|
1,415,612
|
|
|
$
|
1,212,399
|
|
|
$
|
3,052,531
|
|
(a)
|
The Company has excluded $37.2 million in unrecognized tax benefits and related interest from the table above as we are unable to make a reasonably reliable estimate of the period in which these liabilities might be paid. For additional information on income taxes, see "
Note 3—Income Taxes
" to the consolidated financial statements included in "
Item 8—Consolidated Financial Statements and Supplementary Data
."
|
(b)
|
Represents contractual amounts due including interest on both fixed and variable rate instruments. Long-term debt at December 31, 2017 consists of
$1.4 billion
, bearing interest at fixed rates and a
$425.0 million
Match Group Term Loan and a
$275.0 million
ANGI Homeservices Term Loan bearing interest at variable rates. The Match Group Term Loan bears interest at LIBOR plus 2.50%, or
3.85%
, at December 31, 2017. The ANGI Homeservices Term Loan bears interest at LIBOR plus 2.00%, or
3.38%
at December 31, 2017. The amount of interest ultimately paid on the Match Group and ANGI Homeservices term loans may differ based on changes in interest rates. For additional information on long-term debt arrangements, see "
Note 9—Long-term Debt
" to the consolidated financial statements included in "
Item 8—Consolidated Financial Statements and Supplementary Data
."
|
(c)
|
The Company leases land, office space, data center facilities and equipment used in connection with operations under various operating leases, many of which contain escalation clauses. The Company is also committed to pay a portion of the related operating expenses under a data center lease agreement. These operating expenses are not included in the table above. For additional information on operating leases, see "
Note 15—Commitments and Contingencies
" to the consolidated financial statements included in "
Item 8—Consolidated Financial Statements and Supplementary Data
."
|
(d)
|
The purchase obligations principally include web hosting commitments.
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
Other Commercial Commitments
(e)
|
Less Than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Letters of credit and surety bonds
|
$
|
576
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
1,939
|
|
|
$
|
2,586
|
|
(e)
|
Commercial commitments are funding commitments that could potentially require registrant performance in the event of demands by third parties or contingent events.
|
•
|
Match Group's October 1, 2017 market capitalization of
$6.3 billion
exceeded its carrying value by more than
1100%
and Match Group's strong operating performance.
|
•
|
ANGI Homeservices' October 1, 2017 market capitalization of
$5.9 billion
exceeded its carrying value by more than
450%
and ANGI Homeservices' strong operating performance.
|
•
|
The Company performed valuations of the Vimeo and Applications reporting units during 2017. These valuations were prepared primarily in connection with the issuance and/or settlement of equity grants that are denominated in the equity of these businesses. The valuations were prepared time proximate to, however, not as of, October 1, 2017. The fair value of each of these businesses was in excess of its October 1, 2017 carrying value.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands, except par value amounts)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,630,809
|
|
|
$
|
1,329,187
|
|
Marketable securities
|
4,995
|
|
|
89,342
|
|
||
Accounts receivable, net of allowance of $11,489 and $16,405, respectively
|
304,027
|
|
|
220,138
|
|
||
Other current assets
|
185,374
|
|
|
204,068
|
|
||
Total current assets
|
2,125,205
|
|
|
1,842,735
|
|
||
|
|
|
|
||||
Property and equipment, net of accumulated depreciation and amortization
|
315,170
|
|
|
306,248
|
|
||
Goodwill
|
2,559,066
|
|
|
1,924,052
|
|
||
Intangible assets, net of accumulated amortization
|
663,737
|
|
|
355,451
|
|
||
Long-term investments
|
64,977
|
|
|
122,810
|
|
||
Deferred income taxes
|
66,321
|
|
|
2,511
|
|
||
Other non-current assets
|
73,334
|
|
|
92,066
|
|
||
TOTAL ASSETS
|
$
|
5,867,810
|
|
|
$
|
4,645,873
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13,750
|
|
|
$
|
20,000
|
|
Accounts payable, trade
|
76,571
|
|
|
62,863
|
|
||
Deferred revenue
|
342,483
|
|
|
285,615
|
|
||
Accrued expenses and other current liabilities
|
366,924
|
|
|
344,910
|
|
||
Total current liabilities
|
799,728
|
|
|
713,388
|
|
||
|
|
|
|
||||
Long-term debt, net
|
1,979,469
|
|
|
1,582,484
|
|
||
Income taxes payable
|
25,624
|
|
|
33,528
|
|
||
Deferred income taxes
|
35,070
|
|
|
228,798
|
|
||
Other long-term liabilities
|
38,229
|
|
|
44,178
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
42,867
|
|
|
32,827
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000 shares; issued 260,624 and 255,672 shares, respectively, and outstanding 76,829 and 72,595 shares, respectively
|
261
|
|
|
256
|
|
||
Class B convertible common stock $.001 par value; authorized 400,000 shares; issued 16,157 shares and outstanding 5,789 shares
|
16
|
|
|
16
|
|
||
Additional paid-in capital
|
12,165,002
|
|
|
11,921,559
|
|
||
Retained earnings
|
595,038
|
|
|
290,114
|
|
||
Accumulated other comprehensive loss
|
(103,568
|
)
|
|
(166,123
|
)
|
||
Treasury stock 194,163 and 193,445 shares, respectively
|
(10,226,721
|
)
|
|
(10,176,600
|
)
|
||
Total IAC shareholders' equity
|
2,430,028
|
|
|
1,869,222
|
|
||
Noncontrolling interests
|
516,795
|
|
|
141,448
|
|
||
Total shareholders' equity
|
2,946,823
|
|
|
2,010,670
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
5,867,810
|
|
|
$
|
4,645,873
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
|
$
|
3,230,933
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
651,008
|
|
|
755,730
|
|
|
778,161
|
|
|||
Selling and marketing expense
|
1,381,221
|
|
|
1,247,097
|
|
|
1,348,293
|
|
|||
General and administrative expense
|
719,257
|
|
|
530,446
|
|
|
512,055
|
|
|||
Product development expense
|
250,879
|
|
|
212,765
|
|
|
196,623
|
|
|||
Depreciation
|
74,265
|
|
|
71,676
|
|
|
62,205
|
|
|||
Amortization of intangibles
|
42,143
|
|
|
79,426
|
|
|
139,952
|
|
|||
Goodwill impairment
|
—
|
|
|
275,367
|
|
|
14,056
|
|
|||
Total operating costs and expenses
|
3,118,773
|
|
|
3,172,507
|
|
|
3,051,345
|
|
|||
Operating income (loss)
|
188,466
|
|
|
(32,625
|
)
|
|
179,588
|
|
|||
Interest expense
|
(105,295
|
)
|
|
(109,110
|
)
|
|
(73,636
|
)
|
|||
Other (expense) income, net
|
(16,213
|
)
|
|
60,650
|
|
|
36,938
|
|
|||
Earnings (loss) before income taxes
|
66,958
|
|
|
(81,085
|
)
|
|
142,890
|
|
|||
Income tax benefit (provision)
|
291,050
|
|
|
64,934
|
|
|
(29,516
|
)
|
|||
Net earnings (loss)
|
358,008
|
|
|
(16,151
|
)
|
|
113,374
|
|
|||
Net (earnings) loss attributable to noncontrolling interests
|
(53,084
|
)
|
|
(25,129
|
)
|
|
6,098
|
|
|||
Net earnings (loss) attributable to IAC shareholders
|
$
|
304,924
|
|
|
$
|
(41,280
|
)
|
|
$
|
119,472
|
|
|
|
|
|
|
|
||||||
Per share information attributable to IAC shareholders:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
$
|
3.81
|
|
|
$
|
(0.52
|
)
|
|
$
|
1.44
|
|
Diluted earnings (loss) per share
|
$
|
3.18
|
|
|
$
|
(0.52
|
)
|
|
$
|
1.33
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.36
|
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
1,881
|
|
|
$
|
2,305
|
|
|
$
|
1,210
|
|
Selling and marketing expense
|
31,318
|
|
|
6,000
|
|
|
10,186
|
|
|||
General and administrative expense
|
192,957
|
|
|
77,151
|
|
|
82,798
|
|
|||
Product development expense
|
38,462
|
|
|
19,364
|
|
|
11,256
|
|
|||
Total stock-based compensation expense
|
$
|
264,618
|
|
|
$
|
104,820
|
|
|
$
|
105,450
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Net earnings (loss)
|
$
|
358,008
|
|
|
$
|
(16,151
|
)
|
|
$
|
113,374
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Change in foreign currency translation adjustment
|
80,269
|
|
|
(43,126
|
)
|
|
(68,844
|
)
|
|||
Change in unrealized gains and losses of available-for-sale securities (net of tax benefits of $3,846 and $884 in 2017 and 2016, respectively, and tax provision of $576 in 2015)
|
(4,026
|
)
|
|
1,484
|
|
|
3,140
|
|
|||
Total other comprehensive income (loss)
|
76,243
|
|
|
(41,642
|
)
|
|
(65,704
|
)
|
|||
Comprehensive income (loss), net of tax
|
434,251
|
|
|
(57,793
|
)
|
|
47,670
|
|
|||
Components of comprehensive (income) loss attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net (earnings) loss attributable to noncontrolling interests
|
(53,084
|
)
|
|
(25,129
|
)
|
|
6,098
|
|
|||
Change in foreign currency translation adjustment attributable to noncontrolling interests
|
(13,797
|
)
|
|
6,033
|
|
|
1,047
|
|
|||
Change in unrealized gain and losses of available-for-sale securities attributable to noncontrolling interests
|
—
|
|
|
458
|
|
|
254
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(66,881
|
)
|
|
(18,638
|
)
|
|
7,399
|
|
|||
Comprehensive income (loss) attributable to IAC shareholders
|
$
|
367,370
|
|
|
$
|
(76,431
|
)
|
|
$
|
55,069
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
Common Stock $.001 Par Value
|
|
Class B Convertible Common Stock $.001 Par Value
|
|
Additional
Paid-in
Capital
|
|
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
Retained Earnings
|
|
|
|
Total IAC
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||||||||||||
|
|
|
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2014
|
$
|
40,427
|
|
|
|
$
|
252
|
|
|
252,170
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,415,617
|
|
|
$
|
325,118
|
|
|
$
|
(87,700
|
)
|
|
$
|
(9,661,350
|
)
|
|
$
|
1,991,953
|
|
|
$
|
1,189
|
|
|
$
|
1,993,142
|
|
Net (loss) earnings
|
(7,737
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,472
|
|
|
—
|
|
|
—
|
|
|
119,472
|
|
|
1,639
|
|
|
121,111
|
|
||||||||||
Other comprehensive loss, net of tax
|
(1,301
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,403
|
)
|
|
—
|
|
|
(64,403
|
)
|
|
—
|
|
|
(64,403
|
)
|
||||||||||
Stock-based compensation expense
|
6,725
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,685
|
|
|
4,808
|
|
|
92,493
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
2
|
|
|
1,845
|
|
|
—
|
|
|
—
|
|
|
(37,733
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,731
|
)
|
|
—
|
|
|
(37,731
|
)
|
||||||||||
Income tax benefit related to stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,577
|
|
|
—
|
|
|
44,577
|
|
||||||||||
Dividends
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113,196
|
)
|
|
—
|
|
|
—
|
|
|
(113,196
|
)
|
|
—
|
|
|
(113,196
|
)
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|
(200,000
|
)
|
|
—
|
|
|
(200,000
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(32,207
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
23,155
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,155
|
)
|
|
—
|
|
|
(23,155
|
)
|
||||||||||
Noncontrolling interests related to Match Group IPO, net of fees and expenses
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428,283
|
|
|
428,283
|
|
||||||||||
Purchase of Match Group stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,431
|
)
|
|
(23,431
|
)
|
||||||||||
Transfer from noncontrolling interests to redeemable noncontrolling interests
|
1,189
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,189
|
)
|
|
(1,189
|
)
|
||||||||||
Other
|
140
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(676
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(676
|
)
|
|
—
|
|
|
(676
|
)
|
||||||||||
Balance as of December 31, 2015
|
$
|
30,391
|
|
|
|
$
|
254
|
|
|
254,015
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,486,315
|
|
|
$
|
331,394
|
|
|
$
|
(152,103
|
)
|
|
$
|
(9,861,350
|
)
|
|
$
|
1,804,526
|
|
|
$
|
411,299
|
|
|
$
|
2,215,825
|
|
Net (loss) earnings
|
(3,849
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,280
|
)
|
|
—
|
|
|
—
|
|
|
(41,280
|
)
|
|
28,978
|
|
|
(12,302
|
)
|
||||||||||
Other comprehensive income (loss), net of tax
|
385
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,151
|
)
|
|
—
|
|
|
(35,151
|
)
|
|
(6,876
|
)
|
|
(42,027
|
)
|
||||||||||
Stock-based compensation expense
|
1,632
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,201
|
|
|
44,523
|
|
|
94,724
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
2
|
|
|
1,657
|
|
|
—
|
|
|
—
|
|
|
(772
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(770
|
)
|
|
—
|
|
|
(770
|
)
|
||||||||||
Income tax benefit related to stock-based awards
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,406
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,406
|
|
|
—
|
|
|
49,406
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(315,250
|
)
|
|
(315,250
|
)
|
|
—
|
|
|
(315,250
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(2,529
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
7,921
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,560
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,560
|
)
|
|
—
|
|
|
(7,560
|
)
|
||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(211
|
)
|
|
(211
|
)
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,224
|
|
|
10,224
|
|
||||||||||
Reallocation of shareholders' equity balances related to the noncontrolling interests created in the Match Group IPO
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
342,507
|
|
|
—
|
|
|
21,131
|
|
|
—
|
|
|
363,638
|
|
|
(363,638
|
)
|
|
—
|
|
||||||||||
Changes in noncontrolling interests of Match Group due to the issuance of its common stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,691
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,691
|
)
|
|
7,691
|
|
|
—
|
|
|
|
|
|
IAC Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
Common Stock $.001 Par Value
|
|
Class B Convertible Common Stock $.001 Par Value
|
|
Additional
Paid-in
Capital
|
|
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Treasury
Stock
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
Redeemable
Noncontrolling
Interests
|
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
|
Retained Earnings
|
|
|
|
Total IAC
Shareholders'
Equity
|
|
Noncontrolling
Interests
|
|
Total
Shareholders'
Equity
|
|||||||||||||||||||||||||
|
|
|
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||||||||
Noncontrolling interests created in an acquisition
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,222
|
|
|
9,811
|
|
|
22,033
|
|
||||||||||
Other
|
(1,124
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,069
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,069
|
)
|
|
(353
|
)
|
|
(3,422
|
)
|
||||||||||
Balance as of December 31, 2016
|
$
|
32,827
|
|
|
|
$
|
256
|
|
|
255,672
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
11,921,559
|
|
|
$
|
290,114
|
|
|
$
|
(166,123
|
)
|
|
$
|
(10,176,600
|
)
|
|
$
|
1,869,222
|
|
|
$
|
141,448
|
|
|
$
|
2,010,670
|
|
Net earnings
|
3,620
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304,924
|
|
|
—
|
|
|
—
|
|
|
304,924
|
|
|
49,464
|
|
|
354,388
|
|
||||||||||
Other comprehensive income, net of tax
|
1,291
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,446
|
|
|
—
|
|
|
62,446
|
|
|
12,506
|
|
|
74,952
|
|
||||||||||
Stock-based compensation expense
|
2,017
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,333
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,333
|
|
|
180,055
|
|
|
246,388
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
5
|
|
|
4,952
|
|
|
—
|
|
|
—
|
|
|
(10,509
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,504
|
)
|
|
—
|
|
|
(10,504
|
)
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,121
|
)
|
|
(50,121
|
)
|
|
—
|
|
|
(50,121
|
)
|
||||||||||
Purchase of redeemable noncontrolling interests
|
(14,641
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Purchase of noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(848
|
)
|
|
(848
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
6,341
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,341
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,341
|
)
|
|
—
|
|
|
(6,341
|
)
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests in Match Group
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(460,890
|
)
|
|
—
|
|
|
116
|
|
|
—
|
|
|
(460,774
|
)
|
|
(3,435
|
)
|
|
(464,209
|
)
|
||||||||||
Acquisition of Angie's List and creation of noncontrolling interests in ANGI Homeservices
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
645,475
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
645,475
|
|
|
133,996
|
|
|
779,471
|
|
||||||||||
Noncontrolling interests created in acquisitions
|
17,758
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests in ANGI Homeservices
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,216
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(11,223
|
)
|
|
2,730
|
|
|
(8,493
|
)
|
||||||||||
Purchase of exchangeable note hedge
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,365
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,365
|
)
|
|
—
|
|
|
(74,365
|
)
|
||||||||||
Equity component of Exchangeable Notes, net of deferred financing costs and deferred tax asset
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,158
|
|
|
—
|
|
|
71,158
|
|
||||||||||
Issuance of warrants
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,650
|
|
|
—
|
|
|
23,650
|
|
||||||||||
Other
|
(6,346
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
879
|
|
|
1,027
|
|
||||||||||
Balance at December 31, 2017
|
$
|
42,867
|
|
|
|
$
|
261
|
|
|
260,624
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
12,165,002
|
|
|
$
|
595,038
|
|
|
$
|
(103,568
|
)
|
|
$
|
(10,226,721
|
)
|
|
$
|
2,430,028
|
|
|
$
|
516,795
|
|
|
$
|
2,946,823
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
358,008
|
|
|
$
|
(16,151
|
)
|
|
$
|
113,374
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
264,618
|
|
|
104,820
|
|
|
105,450
|
|
|||
Depreciation
|
74,265
|
|
|
71,676
|
|
|
62,205
|
|
|||
Amortization of intangibles
|
42,143
|
|
|
79,426
|
|
|
139,952
|
|
|||
Goodwill impairment
|
—
|
|
|
275,367
|
|
|
14,056
|
|
|||
Deferred income taxes
|
(285,278
|
)
|
|
(119,181
|
)
|
|
(59,786
|
)
|
|||
Acquisition-related contingent consideration fair value adjustments
|
5,801
|
|
|
2,555
|
|
|
(15,461
|
)
|
|||
Gain from the sale of businesses and investments, net
|
(32,673
|
)
|
|
(50,965
|
)
|
|
(1,005
|
)
|
|||
Impairment of long-term investments
|
12,214
|
|
|
10,680
|
|
|
6,689
|
|
|||
Acquisition-related contingent consideration payment
|
(11,140
|
)
|
|
—
|
|
|
—
|
|
|||
Bad debt expense
|
28,930
|
|
|
17,733
|
|
|
16,648
|
|
|||
Gain on real estate transaction
|
—
|
|
|
—
|
|
|
(34,341
|
)
|
|||
Other adjustments, net
|
43,633
|
|
|
(12,639
|
)
|
|
8,907
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(115,169
|
)
|
|
1,283
|
|
|
(29,680
|
)
|
|||
Other assets
|
5,671
|
|
|
(12,905
|
)
|
|
(21,174
|
)
|
|||
Accounts payable and other current liabilities
|
(14,142
|
)
|
|
(52,359
|
)
|
|
8,756
|
|
|||
Income taxes payable and receivable
|
655
|
|
|
8,998
|
|
|
24,167
|
|
|||
Deferred revenue
|
39,154
|
|
|
35,803
|
|
|
66,914
|
|
|||
Net cash provided by operating activities
|
416,690
|
|
|
344,141
|
|
|
405,671
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(149,094
|
)
|
|
(18,403
|
)
|
|
(617,402
|
)
|
|||
Capital expenditures
|
(75,523
|
)
|
|
(78,039
|
)
|
|
(62,049
|
)
|
|||
Investments in time deposits
|
—
|
|
|
(87,500
|
)
|
|
—
|
|
|||
Proceeds from maturities of time deposits
|
—
|
|
|
87,500
|
|
|
—
|
|
|||
Proceeds from maturities and sales of marketable debt securities
|
114,350
|
|
|
252,369
|
|
|
218,462
|
|
|||
Purchases of marketable debt securities
|
(29,891
|
)
|
|
(313,943
|
)
|
|
(93,134
|
)
|
|||
Purchases of investments
|
(9,106
|
)
|
|
(12,565
|
)
|
|
(34,470
|
)
|
|||
Net proceeds from the sale of businesses and investments
|
185,778
|
|
|
172,228
|
|
|
9,413
|
|
|||
Other, net
|
2,994
|
|
|
11,215
|
|
|
(3,541
|
)
|
|||
Net cash provided by (used in) investing activities
|
39,508
|
|
|
12,862
|
|
|
(582,721
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of IAC debt
|
517,500
|
|
|
—
|
|
|
—
|
|
|||
Principal payments on IAC debt
|
(393,464
|
)
|
|
(126,409
|
)
|
|
(80,000
|
)
|
|||
Proceeds from issuance of Match Group debt
|
525,000
|
|
|
400,000
|
|
|
788,000
|
|
|||
Principal payments on Match Group debt
|
(445,172
|
)
|
|
(450,000
|
)
|
|
—
|
|
|||
Borrowing under ANGI Homeservices Term Loan
|
275,000
|
|
|
—
|
|
|
—
|
|
|||
Purchase of exchangeable note hedge
|
(74,365
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of warrants
|
23,650
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance costs
|
(33,744
|
)
|
|
(7,811
|
)
|
|
(19,050
|
)
|
|||
Fees and expenses related to note exchange
|
—
|
|
|
—
|
|
|
(6,954
|
)
|
|||
Proceeds from Match Group initial public offering, net of fees and expenses
|
—
|
|
|
—
|
|
|
428,789
|
|
|||
Purchase of IAC treasury stock
|
(56,424
|
)
|
|
(308,948
|
)
|
|
(200,000
|
)
|
|||
Dividends
|
—
|
|
|
—
|
|
|
(113,196
|
)
|
|||
Proceeds from the exercise of IAC stock options
|
82,397
|
|
|
25,821
|
|
|
27,325
|
|
|||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(93,832
|
)
|
|
(26,716
|
)
|
|
(65,743
|
)
|
|||
Proceeds from the exercise of Match Group stock options
|
59,442
|
|
|
39,378
|
|
|
—
|
|
|||
Withholding taxes paid on behalf of Match Group employees on net settled stock-based awards
|
(254,210
|
)
|
|
(29,830
|
)
|
|
—
|
|
|||
Proceeds from the exercise of ANGI Homeservices stock options
|
1,653
|
|
|
—
|
|
|
—
|
|
|||
Withholding taxes paid on behalf of ANGI Homeservices employees on net settled stock-based awards
|
(10,113
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of Match Group stock-based awards
|
(272,459
|
)
|
|
—
|
|
|
(23,431
|
)
|
|||
Purchase of noncontrolling interests
|
(15,439
|
)
|
|
(2,740
|
)
|
|
(32,207
|
)
|
|||
Acquisition-related contingent consideration payments
|
(27,289
|
)
|
|
(2,180
|
)
|
|
(5,750
|
)
|
|||
Funds returned from (held in) escrow for MyHammer tender offer
|
10,604
|
|
|
(10,548
|
)
|
|
—
|
|
|||
Decrease (increase) in restricted cash related to bond redemptions
|
20,141
|
|
|
(141
|
)
|
|
(20,000
|
)
|
|||
Other, net
|
(5,000
|
)
|
|
(2,705
|
)
|
|
607
|
|
|||
Net cash (used in) provided by financing activities
|
(166,124
|
)
|
|
(502,829
|
)
|
|
678,390
|
|
|||
Total cash provided (used)
|
290,074
|
|
|
(145,826
|
)
|
|
501,340
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
11,548
|
|
|
(6,434
|
)
|
|
(10,298
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
301,622
|
|
|
(152,260
|
)
|
|
491,042
|
|
|||
Cash and cash equivalents at beginning of period
|
1,329,187
|
|
|
1,481,447
|
|
|
990,405
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,630,809
|
|
|
$
|
1,329,187
|
|
|
$
|
1,481,447
|
|
•
|
Dotdash, a network of digital brands providing reliable information and inspiration in select vertical categories, including The Spruce (home), The Balance (money), Verywell (health), Lifewire (tech), TripSavvy (travel) and ThoughtCo (lifelong learning);
|
•
|
Dictionary.com, which primarily provides online and mobile dictionary, thesaurus and reference services;
|
•
|
Investopedia, a resource for investment and personal finance education and information, as well as online courses through Investopedia Academy for a fee; and
|
•
|
The Daily Beast, a website dedicated to news, commentary, culture and entertainment that curates and publishes existing and original online content from its own roster of contributors in the United States.
|
•
|
Ask Media Group, a collection of websites providing general search services and information;
|
•
|
CityGrid, an advertising network that integrates local content and advertising for distribution to affiliated and third party publishers across web and mobile platforms; and
|
•
|
For periods prior to its sale on June 30, 2016, ASKfm, a questions and answers social network.
|
•
|
Match Group's October 1, 2017 market capitalization of
$6.3 billion
exceeded its carrying value by more than
1100%
and Match Group's strong operating performance.
|
•
|
ANGI Homeservices' October 1, 2017 market capitalization of
$5.9 billion
exceeded its carrying value by more than
450%
and ANGI Homeservices' strong operating performance.
|
•
|
The Company performed valuations of the Vimeo and Applications reporting units during 2017. These valuations were prepared primarily in connection with the issuance and/or settlement of equity grants that are denominated in the equity of these businesses. The valuations were prepared time proximate to, however, not as of October 1, 2017. The fair value of each of these businesses was in excess of its October 1, 2017 carrying value.
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which 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 values of the Company's Level 2 financial assets are primarily obtained from observable market prices for identical underlying 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 "
Note 8—Fair Value Measurements and Financial Instruments
" for a discussion of fair value measurements made using Level 3 inputs.
|
•
|
The Company has adopted ASU No. 2014-09 using the modified retrospective approach effective January 1, 2018. Therefore, the cumulative effect of adoption will be reflected as an adjustment to beginning retained earnings in the Form 10-Q for the period ending March 31, 2018.
|
•
|
Within ANGI Homeservices, the effect of the adoption of ASU No. 2014-09 on HomeAdvisor will be that sales commissions, which represent the incremental direct costs of obtaining a service professional contract, will be capitalized and amortized over the average life of a service professional. These costs were expensed as incurred prior to January 1, 2018. Prior to the Combination, Angie's List capitalized sales commissions and amortized the cost over the term of the applicable advertising contract. Following the Combination, Angie's List accounting policies were conformed to the HomeAdvisor's accounting policies and these costs are expensed as incurred. Following the adoption of ASU No. 2014-09, these costs will be capitalized and amortized over the average life of a service professional.
|
•
|
Within Applications, the primary effect of the adoption of ASU No. 2014-09 will be to accelerate the recognition of the portion of the revenue of certain desktop applications sold by SlimWare that qualify as functional intellectual property under ASU No. 2014-09. This revenue is currently deferred and recognized over the applicable subscription term.
|
•
|
the Company has selected a software package to assist in the determination of the right of use asset and related liability as of January 1, 2019 and to provide the required information following the adoption;
|
•
|
the Company has prepared summaries of its leases for input into the software package;
|
•
|
the Company is assessing the other inputs required in connection with the adoption of ASU No. 2016-02; and
|
•
|
the Company is developing its accounting policy, procedures and controls related to the new standard.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
(52,606
|
)
|
|
$
|
(248,433
|
)
|
|
$
|
79,656
|
|
Foreign
|
119,564
|
|
|
167,348
|
|
|
63,234
|
|
|||
Total
|
$
|
66,958
|
|
|
$
|
(81,085
|
)
|
|
$
|
142,890
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Current income tax (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
(31,844
|
)
|
|
$
|
23,343
|
|
|
$
|
67,505
|
|
State
|
1,964
|
|
|
3,662
|
|
|
7,785
|
|
|||
Foreign
|
24,108
|
|
|
27,242
|
|
|
14,012
|
|
|||
Current income tax (benefit) provision
|
(5,772
|
)
|
|
54,247
|
|
|
89,302
|
|
|||
Deferred income tax (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
(255,477
|
)
|
|
(100,798
|
)
|
|
(50,254
|
)
|
|||
State
|
(28,364
|
)
|
|
(9,518
|
)
|
|
(3,727
|
)
|
|||
Foreign
|
(1,437
|
)
|
|
(8,865
|
)
|
|
(5,805
|
)
|
|||
Deferred income tax (benefit) provision
|
(285,278
|
)
|
|
(119,181
|
)
|
|
(59,786
|
)
|
|||
Income tax (benefit) provision
|
$
|
(291,050
|
)
|
|
$
|
(64,934
|
)
|
|
$
|
29,516
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Income taxes receivable (payable):
|
|
|
|
||||
Other current assets
|
$
|
33,239
|
|
|
$
|
41,352
|
|
Other non-current assets
|
1,949
|
|
|
1,615
|
|
||
Accrued expenses and other current liabilities
|
(11,798
|
)
|
|
(5,788
|
)
|
||
Income taxes payable
|
(25,624
|
)
|
|
(33,528
|
)
|
||
Net income taxes (payable) receivable
|
$
|
(2,234
|
)
|
|
$
|
3,651
|
|
|
|
|
|
||||
Deferred tax assets (liabilities):
|
|
|
|
||||
Other non-current assets
|
$
|
66,321
|
|
|
$
|
2,511
|
|
Deferred income taxes
|
(35,070
|
)
|
|
(228,798
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
31,251
|
|
|
$
|
(226,287
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
22,234
|
|
|
$
|
40,273
|
|
NOL carryforwards
|
292,812
|
|
|
63,948
|
|
||
Tax credit carryforwards
|
78,715
|
|
|
11,570
|
|
||
Stock-based compensation
|
77,976
|
|
|
87,914
|
|
||
Equity method investments
|
12,066
|
|
|
17,455
|
|
||
Intangible and other assets
|
—
|
|
|
13,708
|
|
||
Other
|
30,265
|
|
|
30,044
|
|
||
Total deferred tax assets
|
514,068
|
|
|
264,912
|
|
||
Less valuation allowance
|
(132,598
|
)
|
|
(88,170
|
)
|
||
Net deferred tax assets
|
381,470
|
|
|
176,742
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Investment in subsidiaries
|
(247,167
|
)
|
|
(385,474
|
)
|
||
Intangible and other assets
|
(87,811
|
)
|
|
—
|
|
||
Other
|
(15,241
|
)
|
|
(17,555
|
)
|
||
Total deferred tax liabilities
|
(350,219
|
)
|
|
(403,029
|
)
|
||
Net deferred tax assets (liabilities)
|
$
|
31,251
|
|
|
$
|
(226,287
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Income tax (benefit) provision at the federal statutory rate of 35%
|
$
|
23,435
|
|
|
$
|
(28,446
|
)
|
|
$
|
50,006
|
|
Transition tax
|
62,667
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
(358,901
|
)
|
|
3,998
|
|
|
1,787
|
|
|||
Foreign income taxed at a different statutory tax rate
|
(14,725
|
)
|
|
(27,115
|
)
|
|
(10,382
|
)
|
|||
State income taxes, net of effect of federal tax benefit
|
86
|
|
|
(3,880
|
)
|
|
2,208
|
|
|||
Realization of certain deferred tax assets
|
(3,133
|
)
|
|
—
|
|
|
(22,440
|
)
|
|||
Non-taxable sale and non-deductible goodwill associated with ShoeBuy
|
—
|
|
|
(13,142
|
)
|
|
4,920
|
|
|||
Goodwill impairment of Publishing
|
—
|
|
|
10,649
|
|
|
—
|
|
|||
Research credit
|
(5,304
|
)
|
|
(2,231
|
)
|
|
(2,354
|
)
|
|||
Non-deductible impairments for certain cost method investments
|
2,669
|
|
|
3,489
|
|
|
2,341
|
|
|||
Deferred tax adjustment for enacted changes in tax laws and rates
|
705
|
|
|
(4,594
|
)
|
|
—
|
|
|||
Other, net
|
1,451
|
|
|
(3,662
|
)
|
|
3,430
|
|
|||
Income tax (benefit) provision
|
$
|
(291,050
|
)
|
|
$
|
(64,934
|
)
|
|
$
|
29,516
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
38,372
|
|
|
$
|
40,808
|
|
|
$
|
30,386
|
|
Additions based on tax positions related to the current year
|
2,050
|
|
|
2,033
|
|
|
4,227
|
|
|||
Additions for tax positions of prior years
|
1,994
|
|
|
2,676
|
|
|
14,467
|
|
|||
Reductions for tax positions of prior years
|
(3,761
|
)
|
|
(743
|
)
|
|
(1,556
|
)
|
|||
Settlements
|
—
|
|
|
(5,107
|
)
|
|
—
|
|
|||
Expiration of applicable statutes of limitations
|
(1,923
|
)
|
|
(1,295
|
)
|
|
(6,716
|
)
|
|||
Balance at December 31
|
$
|
36,732
|
|
|
$
|
38,372
|
|
|
$
|
40,808
|
|
|
Angie's List
|
||
|
(In thousands)
|
||
Class A common stock
|
$
|
763,684
|
|
Cash consideration for holders who elected to receive $8.50 in cash per share of Angie's List common stock
|
1,913
|
|
|
Fair value of vested and pro rata portion of unvested stock options attributable to pre-combination services
|
11,749
|
|
|
Fair value of the pro rata portion of unvested restricted stock units attributable to pre-combination services
|
4,038
|
|
|
Total purchase price
|
$
|
781,384
|
|
|
Angie's List
|
||
|
(In thousands)
|
||
Cash and cash equivalents
|
$
|
44,270
|
|
Other current assets
|
11,280
|
|
|
Property and equipment
|
16,341
|
|
|
Goodwill
|
543,674
|
|
|
Intangible assets
|
317,300
|
|
|
Total assets
|
932,865
|
|
|
Deferred revenue
|
(32,595
|
)
|
|
Other current liabilities
|
(46,150
|
)
|
|
Long-term debt—related party
|
(61,498
|
)
|
|
Deferred income taxes
|
(9,833
|
)
|
|
Other long-term liabilities
|
(1,405
|
)
|
|
Net assets acquired
|
$
|
781,384
|
|
|
Angie's List
|
||||
|
(In thousands)
|
|
Weighted-average useful life
(years)
|
||
Indefinite-lived trade name and trademarks
|
$
|
137,000
|
|
|
Indefinite
|
Service professionals
|
90,500
|
|
|
3
|
|
Developed technology
|
63,900
|
|
|
6
|
|
Memberships
|
15,900
|
|
|
3
|
|
User base
|
10,000
|
|
|
1
|
|
Total identifiable intangible assets acquired
|
$
|
317,300
|
|
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Revenue
|
$
|
3,529,600
|
|
|
$
|
3,429,105
|
|
Net earnings (loss) attributable to IAC shareholders
|
$
|
364,496
|
|
|
$
|
(143,133
|
)
|
Basic earnings (loss) per share attributable to IAC shareholders
|
$
|
4.55
|
|
|
$
|
(1.79
|
)
|
Diluted earnings (loss) per share attributable to IAC shareholders
|
$
|
4.27
|
|
|
$
|
(1.79
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
2,559,066
|
|
|
$
|
1,924,052
|
|
Intangible assets with indefinite lives
|
459,143
|
|
|
320,645
|
|
||
Intangible assets with definite lives, net of accumulated amortization
|
204,594
|
|
|
34,806
|
|
||
Total goodwill and intangible assets, net
|
$
|
3,222,803
|
|
|
$
|
2,279,503
|
|
|
Balance at
December 31, 2016 |
|
Additions
|
|
(Deductions)
|
|
Foreign
Exchange Translation |
|
Balance at
December 31, 2017 |
||||||||||
|
(In thousands)
|
||||||||||||||||||
Match Group
|
$
|
1,206,538
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
41,106
|
|
|
$
|
1,247,899
|
|
ANGI Homeservices
|
170,611
|
|
|
590,772
|
|
|
—
|
|
|
6,934
|
|
|
768,317
|
|
|||||
Video
|
25,239
|
|
|
70,369
|
|
|
—
|
|
|
—
|
|
|
95,608
|
|
|||||
Applications
|
447,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447,242
|
|
|||||
Other
|
74,422
|
|
|
—
|
|
|
(74,430
|
)
|
|
8
|
|
|
—
|
|
|||||
Total
|
$
|
1,924,052
|
|
|
$
|
661,396
|
|
|
$
|
(74,430
|
)
|
|
$
|
48,048
|
|
|
$
|
2,559,066
|
|
|
Balance at
December 31, 2015 |
|
Additions
|
|
Deductions
|
|
Impairment
|
|
Foreign
Exchange Translation |
|
Balance at
December 31, 2016 |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
1,218,607
|
|
|
$
|
603
|
|
|
$
|
(2,983
|
)
|
|
$
|
—
|
|
|
$
|
(9,689
|
)
|
|
$
|
1,206,538
|
|
ANGI Homeservices
|
150,251
|
|
|
21,985
|
|
|
—
|
|
|
—
|
|
|
(1,625
|
)
|
|
170,611
|
|
||||||
Video
|
15,590
|
|
|
9,649
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,239
|
|
||||||
Applications
|
447,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447,242
|
|
||||||
Publishing
|
277,192
|
|
|
—
|
|
|
(1,968
|
)
|
|
(275,367
|
)
|
|
143
|
|
|
—
|
|
||||||
Other
|
136,482
|
|
|
—
|
|
|
(62,860
|
)
|
|
—
|
|
|
800
|
|
|
74,422
|
|
||||||
Total
|
$
|
2,245,364
|
|
|
$
|
32,237
|
|
|
$
|
(67,811
|
)
|
|
$
|
(275,367
|
)
|
|
$
|
(10,371
|
)
|
|
$
|
1,924,052
|
|
|
December 31, 2017
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Contractor and service professional relationships and other
|
$
|
102,997
|
|
|
$
|
(13,252
|
)
|
|
$
|
89,745
|
|
|
3.0
|
Technology
|
115,200
|
|
|
(37,357
|
)
|
|
77,843
|
|
|
4.8
|
|||
Customer lists and user base
|
23,468
|
|
|
(5,401
|
)
|
|
18,067
|
|
|
2.2
|
|||
Content
|
5,000
|
|
|
(3,973
|
)
|
|
1,027
|
|
|
5.0
|
|||
Trade names
|
16,986
|
|
|
(13,634
|
)
|
|
3,352
|
|
|
2.6
|
|||
Memberships
|
15,900
|
|
|
(1,340
|
)
|
|
14,560
|
|
|
3.0
|
|||
Total
|
$
|
279,551
|
|
|
$
|
(74,957
|
)
|
|
$
|
204,594
|
|
|
3.7
|
|
December 31, 2016
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Contractor relationships and other
|
$
|
7,230
|
|
|
$
|
(2,612
|
)
|
|
$
|
4,618
|
|
|
4.5
|
Technology
|
38,602
|
|
|
(27,667
|
)
|
|
10,935
|
|
|
3.4
|
|||
Customer lists and user base
|
12,485
|
|
|
(9,997
|
)
|
|
2,488
|
|
|
3.7
|
|||
Content
|
14,802
|
|
|
(8,965
|
)
|
|
5,837
|
|
|
4.3
|
|||
Trade names
|
63,855
|
|
|
(52,927
|
)
|
|
10,928
|
|
|
1.8
|
|||
Total
|
$
|
136,974
|
|
|
$
|
(102,168
|
)
|
|
$
|
34,806
|
|
|
2.8
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Commercial paper
|
$
|
4,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,995
|
|
Total marketable securities
|
$
|
4,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,995
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Commercial paper
|
$
|
49,797
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,797
|
|
Treasury discount notes
|
34,978
|
|
|
—
|
|
|
(4
|
)
|
|
34,974
|
|
||||
Corporate debt securities
|
4,575
|
|
|
2
|
|
|
(6
|
)
|
|
4,571
|
|
||||
Total marketable securities
|
$
|
89,350
|
|
|
$
|
2
|
|
|
$
|
(10
|
)
|
|
$
|
89,342
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Proceeds from maturities and sales of available-for-sale marketable securities
|
$
|
114,350
|
|
|
$
|
279,485
|
|
|
$
|
218,976
|
|
Gross realized gains
|
—
|
|
|
3,556
|
|
|
443
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Cost method investments
|
$
|
63,418
|
|
|
$
|
116,133
|
|
Equity method investments
|
1,559
|
|
|
6,677
|
|
||
Total long-term investments
|
$
|
64,977
|
|
|
$
|
122,810
|
|
|
December 31, 2017
|
||||||||||||||
|
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
|
$
|
780,425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
780,425
|
|
Time deposits
|
—
|
|
|
60,000
|
|
|
—
|
|
|
60,000
|
|
||||
Treasury discount notes
|
100,457
|
|
|
—
|
|
|
—
|
|
|
100,457
|
|
||||
Commercial paper
|
—
|
|
|
215,325
|
|
|
—
|
|
|
215,325
|
|
||||
Certificates of deposit
|
—
|
|
|
6,195
|
|
|
—
|
|
|
6,195
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
—
|
|
|
4,995
|
|
|
—
|
|
|
4,995
|
|
||||
Total
|
$
|
880,882
|
|
|
$
|
286,515
|
|
|
$
|
—
|
|
|
$
|
1,167,397
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,647
|
)
|
|
$
|
(2,647
|
)
|
|
December 31, 2016
|
||||||||||||||
|
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
|
$
|
667,662
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
667,662
|
|
Time deposits
|
—
|
|
|
79,000
|
|
|
—
|
|
|
79,000
|
|
||||
Treasury discount notes
|
24,991
|
|
|
—
|
|
|
—
|
|
|
24,991
|
|
||||
Commercial paper
|
—
|
|
|
123,640
|
|
|
|
|
|
123,640
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
—
|
|
|
49,797
|
|
|
|
|
|
49,797
|
|
||||
Treasury discount notes
|
34,974
|
|
|
—
|
|
|
—
|
|
|
34,974
|
|
||||
Corporate debt securities
|
—
|
|
|
4,571
|
|
|
—
|
|
|
4,571
|
|
||||
Total
|
$
|
727,627
|
|
|
$
|
257,008
|
|
|
$
|
—
|
|
|
$
|
984,635
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(33,871
|
)
|
|
$
|
(33,871
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
Contingent
Consideration Arrangements |
|
Auction Rate
Security |
|
Contingent
Consideration
Arrangements
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(33,871
|
)
|
|
$
|
4,050
|
|
|
$
|
(33,873
|
)
|
Total net (losses) gains:
|
|
|
|
|
|
||||||
Included in earnings:
|
|
|
|
|
|
||||||
Fair value adjustments
|
(5,801
|
)
|
|
—
|
|
|
(2,555
|
)
|
|||
Included in other comprehensive (loss) income
|
(1,404
|
)
|
|
5,950
|
|
|
(1,571
|
)
|
|||
Fair value at date of acquisition
|
—
|
|
|
—
|
|
|
(185
|
)
|
|||
Settlements
|
38,429
|
|
|
—
|
|
|
2,180
|
|
|||
Proceeds from sale
|
—
|
|
|
(10,000
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
2,133
|
|
|||
Balance at December 31
|
$
|
(2,647
|
)
|
|
$
|
—
|
|
|
$
|
(33,871
|
)
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Current portion of long-term debt
|
$
|
(13,750
|
)
|
|
$
|
(13,802
|
)
|
|
$
|
(20,000
|
)
|
|
$
|
(20,311
|
)
|
Long-term debt, net
|
(1,979,469
|
)
|
|
(2,168,108
|
)
|
|
(1,582,484
|
)
|
|
(1,657,861
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Match Group Debt:
|
|
|
|
||||
Match Group Term Loan due November 16, 2022
|
$
|
425,000
|
|
|
$
|
350,000
|
|
6.75% Senior Notes due December 15, 2022 (the "Match Group 6.75% Senior Notes"); interest payable each June 15 and December 15
|
—
|
|
|
445,172
|
|
||
6.375% Senior Notes due June 1, 2024 (the "Match Group 6.375% Senior Notes"); interest payable each June 1 and December 1
|
400,000
|
|
|
400,000
|
|
||
5.00% Senior Notes due December 15, 2027 (the "Match Group 5.00% Senior Notes"); interest payable each June 15 and December 15, which commences on June 15, 2018
|
450,000
|
|
|
—
|
|
||
Total Match Group long-term debt
|
1,275,000
|
|
|
1,195,172
|
|
||
Less: unamortized original issue discount and original issue premium, net
|
8,668
|
|
|
5,245
|
|
||
Less: unamortized debt issuance costs
|
13,636
|
|
|
13,434
|
|
||
Total Match Group debt, net
|
1,252,696
|
|
|
1,176,493
|
|
||
|
|
|
|
||||
ANGI Homeservices Debt:
|
|
|
|
||||
ANGI Homeservices Term Loan due November 1, 2022
|
275,000
|
|
|
—
|
|
||
Less: current portion of ANGI Homeservices long-term debt
|
13,750
|
|
|
—
|
|
||
Less: unamortized debt issuance costs
|
2,938
|
|
|
—
|
|
||
Total ANGI Homeservices debt
|
258,312
|
|
|
—
|
|
||
|
|
|
|
||||
IAC Debt:
|
|
|
|
||||
0.875% Exchangeable Senior Notes due October 1, 2022 (the "Exchangeable Notes"); interest payable each April 1 and October 1, which commences on April 1, 2018
|
517,500
|
|
|
—
|
|
||
4.75% Senior Notes due December 15, 2022 (the "4.75% Senior Notes"); interest payable each June 15 and December 15
|
34,859
|
|
|
38,109
|
|
||
4.875% Senior Notes due November 30, 2018 (the "4.875% Senior Notes"); interest payable each May 30 and November 30
|
—
|
|
|
390,214
|
|
||
Total IAC long-term debt
|
552,359
|
|
|
428,323
|
|
||
Less: current portion of IAC long-term debt
|
—
|
|
|
20,000
|
|
||
Less: unamortized original issue discount
|
67,158
|
|
|
—
|
|
||
Less: unamortized debt issuance costs
|
16,740
|
|
|
2,332
|
|
||
Total IAC debt, net
|
468,461
|
|
|
405,991
|
|
||
|
|
|
|
||||
Total long-term debt, net
|
$
|
1,979,469
|
|
|
$
|
1,582,484
|
|
Year
|
Percentage
|
|
2019
|
104.781
|
%
|
2020
|
103.188
|
%
|
2021
|
101.594
|
%
|
2022 and thereafter
|
100.000
|
%
|
Year
|
Percentage
|
|
2022
|
102.500
|
%
|
2023
|
101.667
|
%
|
2024
|
100.833
|
%
|
2025 and thereafter
|
100.000
|
%
|
•
|
used to pay the net premium of
$50.7 million
on the Exchangeable Note Hedge and Warrant (defined below); and
|
•
|
loaned to IAC, which repaid the outstanding balance of the
4.875%
Senior Notes of
$361.9 million
, plus accrued interest of
$8.8 million
. The
4.875%
Senior Notes were redeemed on November 30, 2017.
|
Year
|
Percentage
|
|
2018
|
101.583
|
%
|
2019
|
100.792
|
%
|
2020 and thereafter
|
100.000
|
%
|
Years Ending December 31,
|
(In thousands)
|
||
2018
|
$
|
13,750
|
|
2019
|
13,750
|
|
|
2020
|
13,750
|
|
|
2021
|
27,500
|
|
|
2022
|
1,183,609
|
|
|
2024
|
400,000
|
|
|
2027
|
450,000
|
|
|
Total
|
2,102,359
|
|
|
Less: current portion of long-term debt
|
13,750
|
|
|
Less: unamortized original issue discount
|
75,826
|
|
|
Less: unamortized debt issuance costs
|
33,314
|
|
|
Total long-term debt, net
|
$
|
1,979,469
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(170,149
|
)
|
|
$
|
4,026
|
|
|
$
|
(166,123
|
)
|
Other comprehensive income before reclassifications
|
65,908
|
|
|
7
|
|
|
65,915
|
|
|||
Amounts reclassified to earnings
|
673
|
|
|
(4,033
|
)
|
(a)
|
(3,360
|
)
|
|||
Net current period other comprehensive income (loss)
|
66,581
|
|
|
(4,026
|
)
|
|
62,555
|
|
|||
Balance at December 31
|
$
|
(103,568
|
)
|
|
$
|
—
|
|
|
$
|
(103,568
|
)
|
(a)
|
Amount includes a tax benefit of
$3.8 million
.
|
|
Year Ended December 31, 2016
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive (Loss) Income
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(154,645
|
)
|
|
$
|
2,542
|
|
|
$
|
(152,103
|
)
|
Other comprehensive (loss) income before reclassifications, net of tax benefit of $0.7 million related to unrealized losses on available-for-sale securities
|
(46,943
|
)
|
|
4,855
|
|
|
(42,088
|
)
|
|||
Amounts reclassified to earnings
|
9,850
|
|
|
(2,913
|
)
|
(b)
|
6,937
|
|
|||
Net current period other comprehensive (loss) income
|
(37,093
|
)
|
|
1,942
|
|
|
(35,151
|
)
|
|||
Reallocation of accumulated other comprehensive loss (income) related to the noncontrolling interests created in the Match Group IPO
|
21,589
|
|
|
(458
|
)
|
|
21,131
|
|
|||
Balance at December 31
|
$
|
(170,149
|
)
|
|
$
|
4,026
|
|
|
$
|
(166,123
|
)
|
|
Year Ended December 31, 2015
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized (Losses) Gain On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(86,848
|
)
|
|
$
|
(852
|
)
|
|
$
|
(87,700
|
)
|
Other comprehensive (loss) income before reclassifications, net of tax provision of $0.6 million related to unrealized gains on available-for-sale securities
|
(65,606
|
)
|
|
3,537
|
|
|
(62,069
|
)
|
|||
Amounts reclassified to earnings
|
(2,191
|
)
|
|
(143
|
)
|
(c)
|
(2,334
|
)
|
|||
Net current period other comprehensive (loss) income
|
(67,797
|
)
|
|
3,394
|
|
|
(64,403
|
)
|
|||
Balance at December 31
|
$
|
(154,645
|
)
|
|
$
|
2,542
|
|
|
$
|
(152,103
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings (loss)
|
$
|
358,008
|
|
|
$
|
358,008
|
|
|
$
|
(16,151
|
)
|
|
$
|
(16,151
|
)
|
|
$
|
113,374
|
|
|
$
|
113,374
|
|
Net (earnings) loss attributable to noncontrolling interests
|
(53,084
|
)
|
|
(53,084
|
)
|
|
(25,129
|
)
|
|
(25,129
|
)
|
|
6,098
|
|
|
6,098
|
|
||||||
Impact from public subsidiaries' dilutive securities
(a)
|
—
|
|
|
(33,531
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,799
|
)
|
||||||
Net earnings (loss) attributable to IAC shareholders
|
$
|
304,924
|
|
|
$
|
271,393
|
|
|
$
|
(41,280
|
)
|
|
$
|
(41,280
|
)
|
|
$
|
119,472
|
|
|
$
|
117,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average basic shares outstanding
|
80,089
|
|
|
80,089
|
|
|
80,045
|
|
|
80,045
|
|
|
82,944
|
|
|
82,944
|
|
||||||
Dilutive securities
(b) (c) (d) (e) (f) (g)
|
—
|
|
|
5,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,323
|
|
||||||
Denominator for earnings per share—weighted average shares
(b) (c) (d) (e) (f) (g)
|
80,089
|
|
|
85,310
|
|
|
80,045
|
|
|
80,045
|
|
|
82,944
|
|
|
88,267
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) per share attributable to IAC shareholders:
|
|||||||||||||||||||||||
Earnings (loss) per share
|
$
|
3.81
|
|
|
$
|
3.18
|
|
|
$
|
(0.52
|
)
|
|
$
|
(0.52
|
)
|
|
$
|
1.44
|
|
|
$
|
1.33
|
|
(a)
|
The amount for the years ended
December 31, 2017
and
2015
reflects the reduction in Match Group's earnings (after its IPO on November 24, 2015) attributable to IAC from the assumed exercise of Match Group dilutive securities under the if-converted method. For the year ended
December 31, 2016
, the impact on earnings related to Match Group's dilutive securities under the if-converted method is excluded because it would have been anti-dilutive due to the Company's net loss.
|
(b)
|
Dilutive securities for the year ended
December 31, 2017
, include the impact from the assumed exercise of ANGI Homeservices dilutive securities under the if-converted method, as it is more dilutive for IAC to settle certain ANGI Homeservices equity awards. The impact on earnings of ANGI Homeservices dilutive securities is not applicable for periods prior to the Combination.
|
(c)
|
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, warrants and subsidiary denominated equity, conversion of the Company's Exchangeable Notes and vesting of restricted stock units ("RSUs"). For the years ended
December 31, 2017
and
2015
,
6.9 million
and
1.2 million
potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
|
(d)
|
For the year ended
December 31, 2016
, the Company had a loss from operations; therefore, approximately
11.3 million
potentially dilutive securities were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute all earnings per share amounts.
|
(e)
|
Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the years ended
December 31, 2017
and
2015
,
0.1 million
and
0.6 million
shares, respectively, underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.
|
(f)
|
It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; the Exchangeable Notes will only become dilutive once the price of IAC common stock exceeds the approximate
$152.18
per share exchange price of the Exchangeable Notes.
|
(g)
|
See "
Note 13—Stock-based Compensation
" for additional information on equity instruments denominated in the shares of certain subsidiaries.
|
|
December 31, 2017
|
|||||||||||
|
Shares
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Term (In Years) |
|
Aggregate
Intrinsic Value |
|||||
|
(Shares and intrinsic value in thousands)
|
|||||||||||
Options outstanding at January 1, 2017
|
8,058
|
|
|
$
|
52.41
|
|
|
|
|
|
|
|
Granted
|
1,153
|
|
|
76.62
|
|
|
|
|
|
|
||
Exercised
|
(2,443
|
)
|
|
41.30
|
|
|
|
|
|
|
||
Forfeited
|
(179
|
)
|
|
59.34
|
|
|
|
|
|
|
||
Expired
|
(3
|
)
|
|
56.31
|
|
|
|
|
|
|
||
Options outstanding at December 31, 2017
|
6,586
|
|
|
$
|
60.57
|
|
|
7.0
|
|
$
|
406,527
|
|
Options exercisable
|
2,920
|
|
|
$
|
55.28
|
|
|
5.6
|
|
$
|
195,677
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||||
Range of Exercise Prices
|
Outstanding at
December 31, 2017 |
|
Weighted-
Average Remaining Contractual Life in Years |
|
Weighted-
Average Exercise Price |
|
Exercisable at
December 31, 2017 |
|
Weighted-
Average Remaining Contractual Life in Years |
|
Weighted-
Average Exercise Price |
|||||||
|
(Shares in thousands)
|
|||||||||||||||||
$10.01 to $20.00
|
38
|
|
|
0.9
|
|
$
|
16.67
|
|
|
38
|
|
|
0.9
|
|
|
$
|
16.67
|
|
$20.01 to $30.00
|
66
|
|
|
1.5
|
|
21.15
|
|
|
66
|
|
|
1.5
|
|
|
21.15
|
|
||
$30.01 to $40.00
|
415
|
|
|
3.3
|
|
32.31
|
|
|
415
|
|
|
3.3
|
|
|
32.31
|
|
||
$40.01 to $50.00
|
1,862
|
|
|
6.8
|
|
43.42
|
|
|
870
|
|
|
5.3
|
|
|
44.86
|
|
||
$50.01 to $60.00
|
263
|
|
|
4.0
|
|
59.47
|
|
|
259
|
|
|
4.0
|
|
|
59.48
|
|
||
$60.01 to $70.00
|
1,474
|
|
|
7.2
|
|
65.00
|
|
|
615
|
|
|
6.9
|
|
|
65.49
|
|
||
$70.01 to $80.00
|
1,952
|
|
|
8.4
|
|
75.30
|
|
|
407
|
|
|
7.3
|
|
|
74.16
|
|
||
$80.01 to $90.00
|
500
|
|
|
7.3
|
|
84.31
|
|
|
250
|
|
|
7.3
|
|
|
84.31
|
|
||
Greater than $90.01
|
16
|
|
|
9.9
|
|
125.06
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
6,586
|
|
|
7.0
|
|
$
|
60.57
|
|
|
2,920
|
|
|
5.6
|
|
|
$
|
55.28
|
|
|
Years Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Expected volatility
|
29
|
%
|
|
29
|
%
|
|
28
|
%
|
Risk-free interest rate
|
2.0
|
%
|
|
1.2
|
%
|
|
1.6
|
%
|
Expected term
|
5.2 years
|
|
|
4.8 years
|
|
|
5.3 years
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
2.0
|
%
|
|
RSUs
|
|
PSUs
|
||||||||||
|
Number
of shares |
|
Weighted
Average Grant Date Fair Value |
|
Number
of shares |
|
Weighted
Average Grant Date Fair Value |
||||||
|
(Shares in thousands)
|
||||||||||||
Unvested at January 1, 2017
|
526
|
|
|
$
|
57.41
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
174
|
|
|
100.54
|
|
|
130
|
|
|
76.00
|
|
||
Vested
|
(340
|
)
|
|
54.66
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Unvested at December 31, 2017
|
360
|
|
|
$
|
80.81
|
|
|
130
|
|
|
$
|
76.00
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Match Group
|
$
|
1,330,661
|
|
|
$
|
1,118,110
|
|
|
$
|
909,705
|
|
ANGI Homeservices
|
736,386
|
|
|
498,890
|
|
|
361,201
|
|
|||
Video
|
276,994
|
|
|
228,649
|
|
|
213,317
|
|
|||
Applications
|
577,998
|
|
|
604,140
|
|
|
760,748
|
|
|||
Publishing
|
361,837
|
|
|
407,313
|
|
|
691,686
|
|
|||
Other
(a)
|
23,980
|
|
|
283,365
|
|
|
294,821
|
|
|||
Inter-segment elimination
|
(617
|
)
|
|
(585
|
)
|
|
(545
|
)
|
|||
Total
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
|
$
|
3,230,933
|
|
(a)
|
The Other segment consists of the results of PriceRunner, ShoeBuy and The Princeton Review for periods prior to the sales of these businesses, which occurred on March 18, 2016, December 30, 2016 and March 31, 2017, respectively. Beginning in the second quarter of 2017, as a result of the sales of these businesses, the Other segment does not include any financial results.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Operating Income (Loss):
|
|
|
|
|
|
||||||
Match Group
|
$
|
360,517
|
|
|
$
|
315,549
|
|
|
$
|
212,981
|
|
ANGI Homeservices
|
(149,176
|
)
|
|
25,363
|
|
|
(1,568
|
)
|
|||
Video
|
(35,659
|
)
|
|
(27,656
|
)
|
|
(38,756
|
)
|
|||
Applications
|
130,176
|
|
|
109,663
|
|
|
175,145
|
|
|||
Publishing
|
15,670
|
|
|
(334,417
|
)
|
|
(26,692
|
)
|
|||
Other
|
(5,621
|
)
|
|
(11,678
|
)
|
|
(28,611
|
)
|
|||
Corporate
|
(127,441
|
)
|
|
(109,449
|
)
|
|
(112,911
|
)
|
|||
Total
|
$
|
188,466
|
|
|
$
|
(32,625
|
)
|
|
$
|
179,588
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Adjusted EBITDA:
(b)
|
|
|
|
|
|
||||||
Match Group
|
$
|
468,941
|
|
|
$
|
403,380
|
|
|
$
|
284,554
|
|
ANGI Homeservices
|
37,858
|
|
|
45,851
|
|
|
16,713
|
|
|||
Video
|
(30,446
|
)
|
|
(21,247
|
)
|
|
(38,384
|
)
|
|||
Applications
|
136,757
|
|
|
132,276
|
|
|
184,258
|
|
|||
Publishing
|
31,470
|
|
|
(7,571
|
)
|
|
87,788
|
|
|||
Other
|
(1,532
|
)
|
|
1,802
|
|
|
4,734
|
|
|||
Corporate
|
(67,755
|
)
|
|
(53,272
|
)
|
|
(53,873
|
)
|
|||
Total
|
$
|
575,293
|
|
|
$
|
501,219
|
|
|
$
|
485,790
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Segment Assets:
(c)
|
|
|
|
||||
Match Group
|
$
|
467,338
|
|
|
$
|
422,509
|
|
ANGI Homeservices
|
264,450
|
|
|
74,106
|
|
||
Video
|
129,855
|
|
|
225,519
|
|
||
Applications
|
345,532
|
|
|
98,460
|
|
||
Publishing
|
182,949
|
|
|
398,958
|
|
||
Other
|
—
|
|
|
15,372
|
|
||
Corporate
|
873,392
|
|
|
822,687
|
|
||
Total
|
$
|
2,263,516
|
|
|
$
|
2,057,611
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Match Group
|
$
|
28,833
|
|
|
$
|
46,098
|
|
|
$
|
25,246
|
|
ANGI Homeservices
|
26,837
|
|
|
16,660
|
|
|
10,170
|
|
|||
Video
|
400
|
|
|
2,508
|
|
|
2,466
|
|
|||
Applications
|
227
|
|
|
1,196
|
|
|
4,681
|
|
|||
Publishing
|
850
|
|
|
2,093
|
|
|
6,283
|
|
|||
Other
|
536
|
|
|
5,712
|
|
|
7,085
|
|
|||
Corporate
|
17,840
|
|
|
3,772
|
|
|
6,118
|
|
|||
Total
|
$
|
75,523
|
|
|
$
|
78,039
|
|
|
$
|
62,049
|
|
(b)
|
The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments, and this measure is one of the primary metrics by which our internal budgets are based and by which management is compensated. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature, and we believe that by excluding these items, Adjusted EBITDA corresponds more closely to the cash operating income generated from our business, from which capital investments are made and debt is serviced. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses.
|
(c)
|
Consistent with the Company's primary metric (described in (a) above), the Company excludes, if applicable, property and equipment, goodwill and intangible assets from the measure of segment assets presented above.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Match Group
|
|
|
|
|
|
||||||
Direct revenue
|
$
|
1,281,249
|
|
|
$
|
1,067,364
|
|
|
$
|
866,583
|
|
Indirect revenue (principally advertising revenue)
|
49,412
|
|
|
50,746
|
|
|
43,122
|
|
|||
Total Match Group revenue
|
$
|
1,330,661
|
|
|
$
|
1,118,110
|
|
|
$
|
909,705
|
|
|
|
|
|
|
|
||||||
ANGI Homeservices
|
|
|
|
|
|
||||||
Marketplace:
|
|
|
|
|
|
||||||
Consumer connection revenue
(d)
|
$
|
521,481
|
|
|
$
|
382,466
|
|
|
$
|
269,309
|
|
Membership subscription revenue
|
56,135
|
|
|
43,573
|
|
|
24,164
|
|
|||
Other revenue
|
3,798
|
|
|
2,827
|
|
|
3,423
|
|
|||
Marketplace revenue
|
581,414
|
|
|
428,866
|
|
|
296,896
|
|
|||
Advertising & Other revenue
(e)
|
97,483
|
|
|
32,981
|
|
|
32,971
|
|
|||
North America
|
678,897
|
|
|
461,847
|
|
|
329,867
|
|
|||
Consumer connection revenue
(d)
|
40,009
|
|
|
28,124
|
|
|
23,298
|
|
|||
Membership subscription revenue
|
16,596
|
|
|
7,936
|
|
|
6,921
|
|
|||
Advertising and other revenue
|
884
|
|
|
983
|
|
|
1,115
|
|
|||
Europe
|
57,489
|
|
|
37,043
|
|
|
31,334
|
|
|||
Total ANGI Homeservices revenue
|
$
|
736,386
|
|
|
$
|
498,890
|
|
|
$
|
361,201
|
|
|
|
|
|
|
|
||||||
Applications
|
|
|
|
|
|
||||||
Advertising
|
$
|
515,405
|
|
|
$
|
552,410
|
|
|
$
|
728,501
|
|
Subscription (including downloadable app fees) and Other
|
62,593
|
|
|
51,730
|
|
|
32,247
|
|
|||
Total Applications revenue
|
$
|
577,998
|
|
|
$
|
604,140
|
|
|
$
|
760,748
|
|
|
|
|
|
|
|
||||||
Publishing
|
|
|
|
|
|
||||||
Advertising
|
$
|
358,472
|
|
|
$
|
405,031
|
|
|
$
|
685,440
|
|
Other
|
3,365
|
|
|
2,282
|
|
|
6,246
|
|
|||
Total Publishing revenue
|
$
|
361,837
|
|
|
$
|
407,313
|
|
|
$
|
691,686
|
|
(d)
|
Fees paid by service professionals for consumer matches.
|
(e)
|
Includes Angie's List revenue from service professionals under contract for advertising and Angie's List membership subscription fees from consumers, as well as revenue from mHelpDesk, HomeStars and Felix.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
2,323,050
|
|
|
$
|
2,318,976
|
|
|
$
|
2,376,035
|
|
All other countries
|
984,189
|
|
|
820,906
|
|
|
854,898
|
|
|||
Total
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
|
$
|
3,230,933
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets)
|
|
|
|
||||
United States
|
$
|
286,541
|
|
|
$
|
281,725
|
|
All other countries
|
28,629
|
|
|
24,523
|
|
||
Total
|
$
|
315,170
|
|
|
$
|
306,248
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Operating
Income (Loss) |
|
Stock-Based
Compensation Expense |
|
Depreciation
|
|
Amortization
of Intangibles |
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted EBITDA
|
||||||||||||
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Match Group
|
$
|
360,517
|
|
|
$
|
69,090
|
|
|
$
|
32,613
|
|
|
$
|
1,468
|
|
|
$
|
5,253
|
|
|
$
|
468,941
|
|
ANGI Homeservices
|
(149,176
|
)
|
|
149,230
|
|
|
14,543
|
|
|
23,261
|
|
|
—
|
|
|
37,858
|
|
||||||
Video
|
(35,659
|
)
|
|
401
|
|
|
2,167
|
|
|
2,645
|
|
|
—
|
|
|
(30,446
|
)
|
||||||
Applications
|
130,176
|
|
|
—
|
|
|
3,863
|
|
|
2,170
|
|
|
548
|
|
|
136,757
|
|
||||||
Publishing
|
15,670
|
|
|
—
|
|
|
4,725
|
|
|
11,075
|
|
|
—
|
|
|
31,470
|
|
||||||
Other
|
(5,621
|
)
|
|
1,729
|
|
|
836
|
|
|
1,524
|
|
|
—
|
|
|
(1,532
|
)
|
||||||
Corporate
|
(127,441
|
)
|
|
44,168
|
|
|
15,518
|
|
|
—
|
|
|
—
|
|
|
(67,755
|
)
|
||||||
Total
|
$
|
188,466
|
|
|
$
|
264,618
|
|
|
$
|
74,265
|
|
|
$
|
42,143
|
|
|
$
|
5,801
|
|
|
$
|
575,293
|
|
Interest expense
|
(105,295
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other expense, net
|
(16,213
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
66,958
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax benefit
|
291,050
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
358,008
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(53,084
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
304,924
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||||
|
Operating
Income
(Loss)
|
|
Stock-Based
Compensation
Expense
|
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Goodwill Impairment
|
|
Adjusted EBITDA
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
315,549
|
|
|
$
|
52,370
|
|
|
$
|
27,726
|
|
|
$
|
16,932
|
|
|
$
|
(9,197
|
)
|
|
$
|
—
|
|
|
$
|
403,380
|
|
ANGI Homeservices
|
25,363
|
|
|
8,916
|
|
|
8,419
|
|
|
3,153
|
|
|
—
|
|
|
—
|
|
|
45,851
|
|
|||||||
Video
|
(27,656
|
)
|
|
640
|
|
|
1,785
|
|
|
4,176
|
|
|
(192
|
)
|
|
—
|
|
|
(21,247
|
)
|
|||||||
Applications
|
109,663
|
|
|
—
|
|
|
5,095
|
|
|
5,483
|
|
|
12,035
|
|
|
—
|
|
|
132,276
|
|
|||||||
Publishing
|
(334,417
|
)
|
|
—
|
|
|
8,531
|
|
|
42,948
|
|
|
—
|
|
|
275,367
|
|
|
(7,571
|
)
|
|||||||
Other
|
(11,678
|
)
|
|
618
|
|
|
6,219
|
|
|
6,734
|
|
|
(91
|
)
|
|
—
|
|
|
1,802
|
|
|||||||
Corporate
|
(109,449
|
)
|
|
42,276
|
|
|
13,901
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,272
|
)
|
|||||||
Total
|
(32,625
|
)
|
|
$
|
104,820
|
|
|
$
|
71,676
|
|
|
$
|
79,426
|
|
|
$
|
2,555
|
|
|
$
|
275,367
|
|
|
$
|
501,219
|
|
|
Interest expense
|
(109,110
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other income, net
|
60,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income taxes
|
(81,085
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income tax benefit
|
64,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss
|
(16,151
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net earnings attributable to noncontrolling interests
|
(25,129
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to IAC shareholders
|
$
|
(41,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||
|
Operating
Income (Loss) |
|
Stock-Based
Compensation Expense |
|
Depreciation
|
|
Amortization
of Intangibles
|
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Goodwill Impairment
|
|
Adjusted EBITDA
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Match Group
|
$
|
212,981
|
|
|
$
|
49,401
|
|
|
$
|
19,791
|
|
|
$
|
13,437
|
|
|
$
|
(11,056
|
)
|
|
$
|
—
|
|
|
$
|
284,554
|
|
ANGI Homeservices
|
(1,568
|
)
|
|
7,853
|
|
|
6,593
|
|
|
3,835
|
|
|
—
|
|
|
—
|
|
|
16,713
|
|
|||||||
Video
|
(38,756
|
)
|
|
360
|
|
|
1,091
|
|
|
1,558
|
|
|
(2,637
|
)
|
|
—
|
|
|
(38,384
|
)
|
|||||||
Applications
|
175,145
|
|
|
—
|
|
|
4,617
|
|
|
6,264
|
|
|
(1,768
|
)
|
|
—
|
|
|
184,258
|
|
|||||||
Publishing
|
(26,692
|
)
|
|
—
|
|
|
9,577
|
|
|
104,903
|
|
|
—
|
|
|
—
|
|
|
87,788
|
|
|||||||
Other
|
(28,611
|
)
|
|
682
|
|
|
8,652
|
|
|
9,955
|
|
|
—
|
|
|
14,056
|
|
|
4,734
|
|
|||||||
Corporate
|
(112,911
|
)
|
|
47,154
|
|
|
11,884
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,873
|
)
|
|||||||
Total
|
179,588
|
|
|
$
|
105,450
|
|
|
$
|
62,205
|
|
|
$
|
139,952
|
|
|
$
|
(15,461
|
)
|
|
$
|
14,056
|
|
|
$
|
485,790
|
|
|
Interest expense
|
(73,636
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other income, net
|
36,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Earnings before income taxes
|
142,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income tax provision
|
(29,516
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net earnings
|
113,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to noncontrolling interests
|
6,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net earnings attributable to IAC shareholders
|
$
|
119,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Segment Assets
|
|
Property and Equipment, Net
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets |
|
Definite-Lived
Intangible Assets, Net |
|
Total Assets
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
467,338
|
|
|
$
|
61,620
|
|
|
$
|
1,247,899
|
|
|
$
|
228,296
|
|
|
$
|
2,049
|
|
|
$
|
2,007,202
|
|
ANGI Homeservices
|
264,450
|
|
|
53,292
|
|
|
768,317
|
|
|
153,447
|
|
|
175,124
|
|
|
1,414,630
|
|
||||||
Video
|
129,855
|
|
|
3,076
|
|
|
95,608
|
|
|
1,800
|
|
|
23,322
|
|
|
253,661
|
|
||||||
Applications
|
345,532
|
|
|
7,004
|
|
|
447,242
|
|
|
60,600
|
|
|
847
|
|
|
861,225
|
|
||||||
Publishing
|
182,949
|
|
|
5,350
|
|
|
—
|
|
|
15,000
|
|
|
3,252
|
|
|
206,551
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate
(f)
|
873,392
|
|
|
184,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,058,220
|
|
||||||
Total
|
$
|
2,263,516
|
|
|
$
|
315,170
|
|
|
$
|
2,559,066
|
|
|
$
|
459,143
|
|
|
$
|
204,594
|
|
|
5,801,489
|
|
|
Add: Deferred tax assets
(g)
|
|
|
|
|
|
|
|
|
|
|
66,321
|
|
|||||||||||
Total Assets
|
|
|
|
|
|
|
|
|
|
|
$
|
5,867,810
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Segment Assets
|
|
Property and Equipment, Net
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets |
|
Definite-Lived
Intangible Assets, Net |
|
Total Assets
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
422,509
|
|
|
$
|
62,954
|
|
|
$
|
1,206,538
|
|
|
$
|
214,461
|
|
|
$
|
3,221
|
|
|
$
|
1,909,683
|
|
ANGI Homeservices
|
74,106
|
|
|
23,645
|
|
|
170,611
|
|
|
4,884
|
|
|
5,908
|
|
|
279,154
|
|
||||||
Video
|
225,519
|
|
|
4,750
|
|
|
25,239
|
|
|
1,800
|
|
|
4,167
|
|
|
261,475
|
|
||||||
Applications
|
98,460
|
|
|
10,559
|
|
|
447,242
|
|
|
60,600
|
|
|
2,481
|
|
|
619,342
|
|
||||||
Publishing
|
398,958
|
|
|
10,696
|
|
|
—
|
|
|
15,000
|
|
|
11,441
|
|
|
436,095
|
|
||||||
Other
|
15,372
|
|
|
6,774
|
|
|
74,422
|
|
|
23,900
|
|
|
7,588
|
|
|
128,056
|
|
||||||
Corporate
(f)
|
822,687
|
|
|
186,870
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,009,557
|
|
||||||
Total
|
$
|
2,057,611
|
|
|
$
|
306,248
|
|
|
$
|
1,924,052
|
|
|
$
|
320,645
|
|
|
$
|
34,806
|
|
|
4,643,362
|
|
|
Add: Deferred tax assets
(g)
|
|
|
|
|
|
|
|
|
|
|
2,511
|
|
|||||||||||
Total Assets
|
|
|
|
|
|
|
|
|
|
|
$
|
4,645,873
|
|
(f)
|
Corporate assets consist primarily of cash and cash equivalents, marketable securities and IAC's headquarters building.
|
(g)
|
Total segment assets differ from total assets on a consolidated basis as a result of unallocated deferred tax assets.
|
Years Ending December 31,
|
(In thousands)
|
||
2018
|
$
|
38,339
|
|
2019
|
36,996
|
|
|
2020
|
30,594
|
|
|
2021
|
23,253
|
|
|
2022
|
19,688
|
|
|
Thereafter
|
211,649
|
|
|
Total
|
$
|
360,519
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
|
Less Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
|
Total
Amounts
Committed
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Purchase obligations
|
$
|
21,994
|
|
|
$
|
10,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,810
|
|
Letters of credit and surety bonds
|
576
|
|
|
71
|
|
|
—
|
|
|
1,939
|
|
|
2,586
|
|
|||||
Total commercial commitments
|
$
|
22,570
|
|
|
$
|
10,887
|
|
|
$
|
—
|
|
|
$
|
1,939
|
|
|
$
|
35,396
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
92,461
|
|
|
$
|
107,360
|
|
|
$
|
51,666
|
|
Income tax payments
|
35,598
|
|
|
69,103
|
|
|
70,762
|
|
|||
Income tax refunds
|
(42,025
|
)
|
|
(23,877
|
)
|
|
(5,619
|
)
|
•
|
A Master Transaction Agreement, under which Match Group agrees to assume all of the assets and liabilities related to its business and agrees to indemnify IAC against any losses arising out of any breach by Match Group of the Master Transaction Agreement or other IPO related agreements;
|
•
|
An Investor Rights Agreement that provides IAC with (i) specified registration and other rights relating to shares of Match Group's common stock and (ii) anti-dilution rights with respect to Match Group's common stock;
|
•
|
An Employee Matters Agreement, which governs the respective rights, responsibilities and obligations of IAC and Match Group after the IPO with respect to a range of compensation and benefit issues;
|
•
|
A Tax Sharing Agreement, which governs the respective rights, responsibilities and obligations of IAC and Match Group with respect to tax liabilities and benefits, entitlement to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes; and
|
•
|
A Services Agreement, under which IAC has agreed to provide a range of services to Match Group, including, among others, (i) assistance with certain legal, finance, internal audit, treasury, information technology support, insurance and tax affairs, including assistance with certain public company reporting obligations; (ii) payroll processing services; (iii) tax compliance services; and (iv) such other services as to which IAC and Match Group may agree, and Match Group agrees to provide IAC informational technology services and such other services as to which IAC and Match Group may agree.
|
•
|
A Contribution Agreement under which the Company separated its HomeAdvisor business from its other businesses and caused the HomeAdvisor business to be transferred to ANGI Homeservices prior to the Combination. Under the Contribution Agreement, ANGI Homeservices agrees to indemnify IAC against any losses arising out of any breach by ANGI Homeservices of the Contribution Agreement;
|
•
|
An Investor Rights Agreement that provides IAC with (i) specified registration and other rights relating to shares of ANGI Homeservices' common stock owned by IAC; (ii) anti-dilution rights with respect to ANGI Homeservices' common stock; and (iii) specified board matters with respect to designation of ANGI Homeservices directors;
|
•
|
A Services Agreement, under which IAC has agreed to provide a range of services to ANGI Homeservices, including, among others, (i) assistance with certain legal, M&A, human resources, finance, risk management, internal audit and treasury functions, health and wellness, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations; (ii) accounting, controllership and payroll processing services; (iii) investor relations services; (iv) tax compliance services; and (iv) such other services as to which IAC and ANGI Homeservices may agree.
|
•
|
A Tax Sharing Agreement, which governs the respective rights, responsibilities and obligations of IAC and ANGI Homeservices with respect to tax matters, including taxes attributable to ANGI Homeservices, entitlement to refunds, allocation of tax attributes, preparation of tax returns, certain tax elections, control of tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes; and
|
•
|
An Employee Matters Agreement, which governs the respective rights, responsibilities and obligations of IAC and ANGI Homeservices after the closing of the Combination w
ith respect to a range of compensation and benefit issues.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Other current assets:
|
|
|
|
||||
Prepaid expenses
|
$
|
49,350
|
|
|
$
|
37,665
|
|
Income taxes receivable
|
33,239
|
|
|
41,352
|
|
||
Capitalized downloadable search toolbar costs, net
|
31,588
|
|
|
28,737
|
|
||
Production costs
|
18,570
|
|
|
39,763
|
|
||
Other
|
52,627
|
|
|
56,551
|
|
||
Other current assets
|
$
|
185,374
|
|
|
$
|
204,068
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Property and equipment, net of accumulated depreciation and amortization:
|
|
|
|
||||
Buildings and leasehold improvements
|
$
|
252,511
|
|
|
$
|
247,563
|
|
Computer equipment and capitalized software
|
218,529
|
|
|
275,455
|
|
||
Furniture and other equipment
|
88,930
|
|
|
94,555
|
|
||
Projects in progress
|
19,094
|
|
|
13,048
|
|
||
Land
|
7,917
|
|
|
5,117
|
|
||
|
586,981
|
|
|
635,738
|
|
||
Accumulated depreciation and amortization
|
(271,811
|
)
|
|
(329,490
|
)
|
||
Property and equipment, net of accumulated depreciation and amortization
|
$
|
315,170
|
|
|
$
|
306,248
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Accrued expenses and other current liabilities:
|
|
|
|
||||
Accrued employee compensation and benefits
|
$
|
108,431
|
|
|
$
|
106,301
|
|
Accrued advertising expense
|
96,445
|
|
|
68,916
|
|
||
Other
|
162,048
|
|
|
169,693
|
|
||
Accrued expenses and other current liabilities
|
$
|
366,924
|
|
|
$
|
344,910
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
3,302,937
|
|
|
$
|
2,967,474
|
|
|
$
|
3,077,080
|
|
Product revenue
|
4,302
|
|
|
172,408
|
|
|
153,853
|
|
|||
Revenue
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
|
$
|
3,230,933
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of service revenue
|
$
|
647,226
|
|
|
$
|
617,058
|
|
|
$
|
652,137
|
|
Cost of product revenue
|
3,782
|
|
|
138,672
|
|
|
126,024
|
|
|||
Cost of revenue
|
$
|
651,008
|
|
|
$
|
755,730
|
|
|
$
|
778,161
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(In thousands)
|
||||||||||
Other (expense) income, net
|
$
|
(16,213
|
)
|
|
$
|
60,650
|
|
|
$
|
36,938
|
|
|
Year Ended December 31, 2017
|
||
|
(In thousands)
|
||
Transaction and integration related costs
|
$
|
44,101
|
|
Stock-based compensation expense
|
122,066
|
|
|
Total
|
$
|
166,167
|
|
|
December 31, 2017
|
||
|
(In thousands)
|
||
Charges incurred
|
$
|
44,101
|
|
Payments made
|
(35,621
|
)
|
|
Accrual as of December 31
|
$
|
8,480
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
Transaction and Integration Related Costs
|
|
Stock-based Compensation Expense
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Cost of revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling and marketing expense
|
7,430
|
|
|
24,416
|
|
|
31,846
|
|
|||
General and administrative expense
|
36,120
|
|
|
83,420
|
|
|
119,540
|
|
|||
Product development expense
|
551
|
|
|
14,230
|
|
|
14,781
|
|
|||
Total
|
$
|
44,101
|
|
|
$
|
122,066
|
|
|
$
|
166,167
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
585,639
|
|
|
$
|
—
|
|
|
$
|
1,045,170
|
|
|
$
|
—
|
|
|
$
|
1,630,809
|
|
Marketable securities
|
4,995
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,995
|
|
|||||
Accounts receivable, net of allowance
|
31
|
|
|
109,289
|
|
|
194,707
|
|
|
—
|
|
|
304,027
|
|
|||||
Other current assets
|
49,159
|
|
|
33,387
|
|
|
102,828
|
|
|
—
|
|
|
185,374
|
|
|||||
Intercompany receivables
|
—
|
|
|
668,703
|
|
|
—
|
|
|
(668,703
|
)
|
|
—
|
|
|||||
Property and equipment, net of accumulated depreciation and amortization
|
2,811
|
|
|
174,323
|
|
|
138,036
|
|
|
—
|
|
|
315,170
|
|
|||||
Goodwill
|
—
|
|
|
412,010
|
|
|
2,147,056
|
|
|
—
|
|
|
2,559,066
|
|
|||||
Intangible assets, net of accumulated amortization
|
—
|
|
|
74,852
|
|
|
588,885
|
|
|
—
|
|
|
663,737
|
|
|||||
Investment in subsidiaries
|
2,076,004
|
|
|
554,998
|
|
|
—
|
|
|
(2,631,002
|
)
|
|
—
|
|
|||||
Other non-current assets
|
170,073
|
|
|
87,306
|
|
|
79,688
|
|
|
(132,435
|
)
|
|
204,632
|
|
|||||
Total assets
|
$
|
2,888,712
|
|
|
$
|
2,114,868
|
|
|
$
|
4,296,370
|
|
|
$
|
(3,432,140
|
)
|
|
$
|
5,867,810
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
5,163
|
|
|
30,469
|
|
|
40,939
|
|
|
—
|
|
|
76,571
|
|
|||||
Other current liabilities
|
29,489
|
|
|
88,050
|
|
|
591,868
|
|
|
—
|
|
|
709,407
|
|
|||||
Long-term debt, net
|
34,572
|
|
|
—
|
|
|
1,944,897
|
|
|
—
|
|
|
1,979,469
|
|
|||||
Income taxes payable
|
16
|
|
|
1,605
|
|
|
24,003
|
|
|
—
|
|
|
25,624
|
|
|||||
Intercompany liabilities
|
388,933
|
|
|
—
|
|
|
279,770
|
|
|
(668,703
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
511
|
|
|
18,613
|
|
|
186,610
|
|
|
(132,435
|
)
|
|
73,299
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
42,867
|
|
|
—
|
|
|
42,867
|
|
|||||
IAC shareholders' equity
|
2,430,028
|
|
|
1,976,131
|
|
|
654,871
|
|
|
(2,631,002
|
)
|
|
2,430,028
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
516,795
|
|
|
—
|
|
|
516,795
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
2,888,712
|
|
|
$
|
2,114,868
|
|
|
$
|
4,296,370
|
|
|
$
|
(3,432,140
|
)
|
|
$
|
5,867,810
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
553,643
|
|
|
$
|
—
|
|
|
$
|
775,544
|
|
|
$
|
—
|
|
|
$
|
1,329,187
|
|
Marketable securities
|
89,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89,342
|
|
|||||
Accounts receivable, net of allowance
|
—
|
|
|
77,335
|
|
|
142,803
|
|
|
—
|
|
|
220,138
|
|
|||||
Other current assets
|
71,152
|
|
|
48,349
|
|
|
84,567
|
|
|
—
|
|
|
204,068
|
|
|||||
Intercompany receivables
|
—
|
|
|
565,013
|
|
|
1,209,788
|
|
|
(1,774,801
|
)
|
|
—
|
|
|||||
Property and equipment, net of accumulated depreciation and amortization
|
4,350
|
|
|
199,343
|
|
|
102,555
|
|
|
—
|
|
|
306,248
|
|
|||||
Goodwill
|
—
|
|
|
412,010
|
|
|
1,512,042
|
|
|
—
|
|
|
1,924,052
|
|
|||||
Intangible assets, net of accumulated amortization
|
—
|
|
|
83,179
|
|
|
272,272
|
|
|
—
|
|
|
355,451
|
|
|||||
Investment in subsidiaries
|
3,659,570
|
|
|
498,054
|
|
|
—
|
|
|
(4,157,624
|
)
|
|
—
|
|
|||||
Other non-current assets
|
52,228
|
|
|
118,624
|
|
|
162,008
|
|
|
(115,473
|
)
|
|
217,387
|
|
|||||
Total assets
|
$
|
4,430,285
|
|
|
$
|
2,001,907
|
|
|
$
|
4,261,579
|
|
|
$
|
(6,047,898
|
)
|
|
$
|
4,645,873
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,000
|
|
Accounts payable, trade
|
2,697
|
|
|
29,867
|
|
|
30,299
|
|
|
—
|
|
|
62,863
|
|
|||||
Other current liabilities
|
42,160
|
|
|
84,827
|
|
|
503,538
|
|
|
—
|
|
|
630,525
|
|
|||||
Long-term debt, net
|
405,991
|
|
|
—
|
|
|
1,176,493
|
|
|
—
|
|
|
1,582,484
|
|
|||||
Income taxes payable
|
—
|
|
|
3,470
|
|
|
30,274
|
|
|
(216
|
)
|
|
33,528
|
|
|||||
Intercompany liabilities
|
1,774,801
|
|
|
—
|
|
|
—
|
|
|
(1,774,801
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
315,414
|
|
|
21,002
|
|
|
51,817
|
|
|
(115,257
|
)
|
|
272,976
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
32,827
|
|
|
—
|
|
|
32,827
|
|
|||||
IAC shareholders' equity
|
1,869,222
|
|
|
1,862,741
|
|
|
2,294,883
|
|
|
(4,157,624
|
)
|
|
1,869,222
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
141,448
|
|
|
—
|
|
|
141,448
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
4,430,285
|
|
|
$
|
2,001,907
|
|
|
$
|
4,261,579
|
|
|
$
|
(6,047,898
|
)
|
|
$
|
4,645,873
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
753,858
|
|
|
$
|
2,553,998
|
|
|
$
|
(617
|
)
|
|
$
|
3,307,239
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
160
|
|
|
159,488
|
|
|
491,865
|
|
|
(505
|
)
|
|
651,008
|
|
|||||
Selling and marketing expense
|
1,250
|
|
|
353,186
|
|
|
1,027,304
|
|
|
(519
|
)
|
|
1,381,221
|
|
|||||
General and administrative expense
|
100,237
|
|
|
62,340
|
|
|
556,273
|
|
|
407
|
|
|
719,257
|
|
|||||
Product development expense
|
2,421
|
|
|
55,232
|
|
|
193,226
|
|
|
—
|
|
|
250,879
|
|
|||||
Depreciation
|
1,564
|
|
|
20,668
|
|
|
52,033
|
|
|
—
|
|
|
74,265
|
|
|||||
Amortization of intangibles
|
—
|
|
|
11,213
|
|
|
30,930
|
|
|
—
|
|
|
42,143
|
|
|||||
Total operating costs and expenses
|
105,632
|
|
|
662,127
|
|
|
2,351,631
|
|
|
(617
|
)
|
|
3,118,773
|
|
|||||
Operating (loss) income
|
(105,632
|
)
|
|
91,731
|
|
|
202,367
|
|
|
—
|
|
|
188,466
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
425,675
|
|
|
20,755
|
|
|
—
|
|
|
(446,430
|
)
|
|
—
|
|
|||||
Interest expense
|
(20,339
|
)
|
|
—
|
|
|
(84,956
|
)
|
|
—
|
|
|
(105,295
|
)
|
|||||
Other (expense) income, net
|
(39,207
|
)
|
|
28,434
|
|
|
(5,440
|
)
|
|
—
|
|
|
(16,213
|
)
|
|||||
Earnings before income taxes
|
260,497
|
|
|
140,920
|
|
|
111,971
|
|
|
(446,430
|
)
|
|
66,958
|
|
|||||
Income tax benefit (provision)
|
44,427
|
|
|
(119,957
|
)
|
|
366,580
|
|
|
—
|
|
|
291,050
|
|
|||||
Net earnings
|
304,924
|
|
|
20,963
|
|
|
478,551
|
|
|
(446,430
|
)
|
|
358,008
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(53,084
|
)
|
|
—
|
|
|
(53,084
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
304,924
|
|
|
$
|
20,963
|
|
|
$
|
425,467
|
|
|
$
|
(446,430
|
)
|
|
$
|
304,924
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
367,370
|
|
|
$
|
7,629
|
|
|
$
|
504,558
|
|
|
$
|
(512,187
|
)
|
|
$
|
367,370
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
960,000
|
|
|
$
|
2,180,487
|
|
|
$
|
(605
|
)
|
|
$
|
3,139,882
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
859
|
|
|
297,712
|
|
|
457,571
|
|
|
(412
|
)
|
|
755,730
|
|
|||||
Selling and marketing expense
|
2,353
|
|
|
417,051
|
|
|
828,016
|
|
|
(323
|
)
|
|
1,247,097
|
|
|||||
General and administrative expense
|
89,583
|
|
|
83,636
|
|
|
357,097
|
|
|
130
|
|
|
530,446
|
|
|||||
Product development expense
|
4,807
|
|
|
69,778
|
|
|
138,180
|
|
|
—
|
|
|
212,765
|
|
|||||
Depreciation
|
1,610
|
|
|
26,514
|
|
|
43,552
|
|
|
—
|
|
|
71,676
|
|
|||||
Amortization of intangibles
|
—
|
|
|
41,157
|
|
|
38,269
|
|
|
—
|
|
|
79,426
|
|
|||||
Goodwill impairment
|
—
|
|
|
253,245
|
|
|
22,122
|
|
|
—
|
|
|
275,367
|
|
|||||
Total operating costs and expenses
|
99,212
|
|
|
1,189,093
|
|
|
1,884,807
|
|
|
(605
|
)
|
|
3,172,507
|
|
|||||
Operating (loss) income
|
(99,212
|
)
|
|
(229,093
|
)
|
|
295,680
|
|
|
—
|
|
|
(32,625
|
)
|
|||||
Equity in earnings of unconsolidated affiliates
|
49,545
|
|
|
6,774
|
|
|
—
|
|
|
(56,319
|
)
|
|
—
|
|
|||||
Interest expense
|
(26,876
|
)
|
|
—
|
|
|
(82,234
|
)
|
|
—
|
|
|
(109,110
|
)
|
|||||
Other (expense) income, net
|
(1,879
|
)
|
|
10,209
|
|
|
52,320
|
|
|
—
|
|
|
60,650
|
|
|||||
(Loss) earnings before income taxes
|
(78,422
|
)
|
|
(212,110
|
)
|
|
265,766
|
|
|
(56,319
|
)
|
|
(81,085
|
)
|
|||||
Income tax benefit (provision)
|
37,142
|
|
|
77,851
|
|
|
(50,059
|
)
|
|
—
|
|
|
64,934
|
|
|||||
Net (loss) earnings
|
(41,280
|
)
|
|
(134,259
|
)
|
|
215,707
|
|
|
(56,319
|
)
|
|
(16,151
|
)
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(25,129
|
)
|
|
—
|
|
|
(25,129
|
)
|
|||||
Net (loss) earnings attributable to IAC shareholders
|
$
|
(41,280
|
)
|
|
$
|
(134,259
|
)
|
|
$
|
190,578
|
|
|
$
|
(56,319
|
)
|
|
$
|
(41,280
|
)
|
Comprehensive (loss) income attributable to IAC shareholders
|
$
|
(76,431
|
)
|
|
$
|
(142,494
|
)
|
|
$
|
145,039
|
|
|
$
|
(2,545
|
)
|
|
$
|
(76,431
|
)
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
1,355,222
|
|
|
$
|
1,876,305
|
|
|
$
|
(594
|
)
|
|
$
|
3,230,933
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
720
|
|
|
341,351
|
|
|
436,649
|
|
|
(559
|
)
|
|
778,161
|
|
|||||
Selling and marketing expense
|
3,210
|
|
|
624,979
|
|
|
720,172
|
|
|
(68
|
)
|
|
1,348,293
|
|
|||||
General and administrative expense
|
93,090
|
|
|
94,896
|
|
|
324,036
|
|
|
33
|
|
|
512,055
|
|
|||||
Product development expense
|
4,311
|
|
|
73,500
|
|
|
118,812
|
|
|
—
|
|
|
196,623
|
|
|||||
Depreciation
|
1,918
|
|
|
23,912
|
|
|
36,375
|
|
|
—
|
|
|
62,205
|
|
|||||
Amortization of intangibles
|
—
|
|
|
102,622
|
|
|
37,330
|
|
|
—
|
|
|
139,952
|
|
|||||
Goodwill impairment
|
—
|
|
|
14,056
|
|
|
—
|
|
|
—
|
|
|
14,056
|
|
|||||
Total operating costs and expenses
|
103,249
|
|
|
1,275,316
|
|
|
1,673,374
|
|
|
(594
|
)
|
|
3,051,345
|
|
|||||
Operating (loss) income
|
(103,249
|
)
|
|
79,906
|
|
|
202,931
|
|
|
—
|
|
|
179,588
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
215,080
|
|
|
17,353
|
|
|
—
|
|
|
(232,433
|
)
|
|
—
|
|
|||||
Interest expense
|
(49,405
|
)
|
|
(6,130
|
)
|
|
(18,101
|
)
|
|
—
|
|
|
(73,636
|
)
|
|||||
Other (expense) income, net
|
(3,172
|
)
|
|
27,810
|
|
|
12,300
|
|
|
—
|
|
|
36,938
|
|
|||||
Earnings before income taxes
|
59,254
|
|
|
118,939
|
|
|
197,130
|
|
|
(232,433
|
)
|
|
142,890
|
|
|||||
Income tax benefit (provision)
|
60,218
|
|
|
(42,072
|
)
|
|
(47,662
|
)
|
|
—
|
|
|
(29,516
|
)
|
|||||
Net earnings
|
119,472
|
|
|
76,867
|
|
|
149,468
|
|
|
(232,433
|
)
|
|
113,374
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6,098
|
|
|
—
|
|
|
6,098
|
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
119,472
|
|
|
$
|
76,867
|
|
|
$
|
155,566
|
|
|
$
|
(232,433
|
)
|
|
$
|
119,472
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
55,069
|
|
|
$
|
73,970
|
|
|
$
|
89,158
|
|
|
$
|
(163,128
|
)
|
|
$
|
55,069
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
IAC Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(61,002
|
)
|
|
$
|
131,581
|
|
|
$
|
346,111
|
|
|
$
|
416,690
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(2,550
|
)
|
|
(146,544
|
)
|
|
(149,094
|
)
|
||||
Capital expenditures
|
(337
|
)
|
|
(1,050
|
)
|
|
(74,136
|
)
|
|
(75,523
|
)
|
||||
Proceeds from maturities and sales of marketable debt securities
|
114,350
|
|
|
—
|
|
|
—
|
|
|
114,350
|
|
||||
Purchases of marketable debt securities
|
(29,891
|
)
|
|
—
|
|
|
—
|
|
|
(29,891
|
)
|
||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(9,106
|
)
|
|
(9,106
|
)
|
||||
Net proceeds from the sale of businesses and investments
|
1,266
|
|
|
—
|
|
|
184,512
|
|
|
185,778
|
|
||||
Other, net
|
—
|
|
|
1,944
|
|
|
1,050
|
|
|
2,994
|
|
||||
Net cash provided by (used in) investing activities
|
85,388
|
|
|
(1,656
|
)
|
|
(44,224
|
)
|
|
39,508
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of IAC debt
|
—
|
|
|
—
|
|
|
517,500
|
|
|
517,500
|
|
||||
Principal payments on IAC debt
|
(393,464
|
)
|
|
—
|
|
|
—
|
|
|
(393,464
|
)
|
||||
Proceeds from issuance of Match Group debt
|
—
|
|
|
—
|
|
|
525,000
|
|
|
525,000
|
|
||||
Principal payments on Match Group debt
|
—
|
|
|
—
|
|
|
(445,172
|
)
|
|
(445,172
|
)
|
||||
Borrowing under ANGI Homeservices Term Loan
|
—
|
|
|
—
|
|
|
275,000
|
|
|
275,000
|
|
||||
Purchase of exchangeable note hedge
|
—
|
|
|
—
|
|
|
(74,365
|
)
|
|
(74,365
|
)
|
||||
Proceeds from issuance of warrants
|
23,650
|
|
|
—
|
|
|
—
|
|
|
23,650
|
|
||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(33,744
|
)
|
|
(33,744
|
)
|
||||
Purchase of IAC treasury stock
|
(56,424
|
)
|
|
—
|
|
|
—
|
|
|
(56,424
|
)
|
||||
Proceeds from the exercise of IAC stock options
|
82,397
|
|
|
—
|
|
|
—
|
|
|
82,397
|
|
||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(93,832
|
)
|
|
—
|
|
|
—
|
|
|
(93,832
|
)
|
||||
Proceeds from the exercise of Match Group stock options
|
—
|
|
|
—
|
|
|
59,442
|
|
|
59,442
|
|
||||
Withholding taxes paid on behalf of Match Group employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(254,210
|
)
|
|
(254,210
|
)
|
||||
Proceeds from the exercise of ANGI Homeservices stock options
|
—
|
|
|
—
|
|
|
1,653
|
|
|
1,653
|
|
||||
Withholding taxes paid on behalf of ANGI employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(10,113
|
)
|
|
(10,113
|
)
|
||||
Purchase of Match Group stock-based awards
|
—
|
|
|
—
|
|
|
(272,459
|
)
|
|
(272,459
|
)
|
||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(15,439
|
)
|
|
(15,439
|
)
|
||||
Acquisition-related contingent consideration payments
|
—
|
|
|
—
|
|
|
(27,289
|
)
|
|
(27,289
|
)
|
||||
Funds returned from escrow for MyHammer tender offer
|
—
|
|
|
—
|
|
|
10,604
|
|
|
10,604
|
|
||||
Decrease in restricted cash related to bond redemptions
|
20,141
|
|
|
—
|
|
|
—
|
|
|
20,141
|
|
||||
Intercompany
|
424,816
|
|
|
(129,925
|
)
|
|
(294,891
|
)
|
|
—
|
|
||||
Other, net
|
251
|
|
|
—
|
|
|
(5,251
|
)
|
|
(5,000
|
)
|
||||
Net cash provided by (used in) financing activities
|
7,535
|
|
|
(129,925
|
)
|
|
(43,734
|
)
|
|
(166,124
|
)
|
||||
Total cash provided
|
31,921
|
|
|
—
|
|
|
258,153
|
|
|
290,074
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
75
|
|
|
—
|
|
|
11,473
|
|
|
11,548
|
|
||||
Net increase in cash and cash equivalents
|
31,996
|
|
|
—
|
|
|
269,626
|
|
|
301,622
|
|
||||
Cash and cash equivalents at beginning of period
|
553,643
|
|
|
—
|
|
|
775,544
|
|
|
1,329,187
|
|
||||
Cash and cash equivalents at end of period
|
$
|
585,639
|
|
|
$
|
—
|
|
|
$
|
1,045,170
|
|
|
$
|
1,630,809
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(62,686
|
)
|
|
$
|
128,473
|
|
|
$
|
278,354
|
|
|
$
|
—
|
|
|
$
|
344,141
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(18,403
|
)
|
|
—
|
|
|
(18,403
|
)
|
|||||
Capital expenditures
|
(479
|
)
|
|
(5,762
|
)
|
|
(71,798
|
)
|
|
—
|
|
|
(78,039
|
)
|
|||||
Investments in time deposits
|
—
|
|
|
—
|
|
|
(87,500
|
)
|
|
—
|
|
|
(87,500
|
)
|
|||||
Proceeds from maturities of time deposits
|
—
|
|
|
—
|
|
|
87,500
|
|
|
—
|
|
|
87,500
|
|
|||||
Proceeds from maturities and sales of marketable debt securities
|
252,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252,369
|
|
|||||
Purchases of marketable debt securities
|
(313,943
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(313,943
|
)
|
|||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(12,565
|
)
|
|
—
|
|
|
(12,565
|
)
|
|||||
Net proceeds from the sale of businesses and investments
|
73,843
|
|
|
1,779
|
|
|
96,606
|
|
|
—
|
|
|
172,228
|
|
|||||
Intercompany
|
(155,104
|
)
|
|
—
|
|
|
—
|
|
|
155,104
|
|
|
—
|
|
|||||
Other, net
|
126
|
|
|
910
|
|
|
10,179
|
|
|
—
|
|
|
11,215
|
|
|||||
Net cash (used in) provided by investing activities
|
(143,188
|
)
|
|
(3,073
|
)
|
|
4,019
|
|
|
155,104
|
|
|
12,862
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments on IAC debt
|
(126,409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126,409
|
)
|
|||||
Proceeds from issuance of Match Group debt
|
—
|
|
|
—
|
|
|
400,000
|
|
|
—
|
|
|
400,000
|
|
|||||
Principal payments on Match Group debt
|
—
|
|
|
—
|
|
|
(450,000
|
)
|
|
—
|
|
|
(450,000
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(7,811
|
)
|
|
—
|
|
|
(7,811
|
)
|
|||||
Purchase of IAC treasury stock
|
(308,948
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(308,948
|
)
|
|||||
Proceeds from the exercise of IAC stock options
|
25,821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,821
|
|
|||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(26,716
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,716
|
)
|
|||||
Proceeds from the exercise of Match Group stock options
|
—
|
|
|
—
|
|
|
39,378
|
|
|
—
|
|
|
39,378
|
|
|||||
Withholding taxes paid on behalf of Match Group employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(29,830
|
)
|
|
—
|
|
|
(29,830
|
)
|
|||||
Purchase of noncontrolling interests
|
(1,400
|
)
|
|
—
|
|
|
(1,340
|
)
|
|
—
|
|
|
(2,740
|
)
|
|||||
Acquisition-related contingent consideration payments
|
—
|
|
|
(351
|
)
|
|
(1,829
|
)
|
|
—
|
|
|
(2,180
|
)
|
|||||
Funds held in escrow for MyHammer tender offer
|
—
|
|
|
—
|
|
|
(10,548
|
)
|
|
—
|
|
|
(10,548
|
)
|
|||||
Intercompany
|
122,965
|
|
|
(122,965
|
)
|
|
155,104
|
|
|
(155,104
|
)
|
|
—
|
|
|||||
Increase in restricted cash related to bond redemptions
|
(141
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|||||
Other, net
|
(313
|
)
|
|
(2,084
|
)
|
|
(308
|
)
|
|
—
|
|
|
(2,705
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(315,141
|
)
|
|
(125,400
|
)
|
|
92,816
|
|
|
(155,104
|
)
|
|
(502,829
|
)
|
|||||
Total cash (used) provided
|
(521,015
|
)
|
|
—
|
|
|
375,189
|
|
|
—
|
|
|
(145,826
|
)
|
|||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(6,434
|
)
|
|
—
|
|
|
(6,434
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(521,015
|
)
|
|
—
|
|
|
368,755
|
|
|
—
|
|
|
(152,260
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
1,074,658
|
|
|
—
|
|
|
406,789
|
|
|
—
|
|
|
1,481,447
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
553,643
|
|
|
$
|
—
|
|
|
$
|
775,544
|
|
|
$
|
—
|
|
|
$
|
1,329,187
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
IAC Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(121,331
|
)
|
|
$
|
242,554
|
|
|
$
|
284,448
|
|
|
$
|
405,671
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(6,078
|
)
|
|
(611,324
|
)
|
|
(617,402
|
)
|
||||
Capital expenditures
|
(1,332
|
)
|
|
(13,198
|
)
|
|
(47,519
|
)
|
|
(62,049
|
)
|
||||
Proceeds from maturities and sales of marketable debt securities
|
218,462
|
|
|
—
|
|
|
—
|
|
|
218,462
|
|
||||
Purchases of marketable debt securities
|
(93,134
|
)
|
|
—
|
|
|
—
|
|
|
(93,134
|
)
|
||||
Purchases of investments
|
(6,978
|
)
|
|
—
|
|
|
(27,492
|
)
|
|
(34,470
|
)
|
||||
Net proceeds from the sale of businesses and investments
|
1,277
|
|
|
—
|
|
|
8,136
|
|
|
9,413
|
|
||||
Other, net
|
3,613
|
|
|
385
|
|
|
(7,539
|
)
|
|
(3,541
|
)
|
||||
Net cash provided by (used in) investing activities
|
121,908
|
|
|
(18,891
|
)
|
|
(685,738
|
)
|
|
(582,721
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Principal payment on IAC debt
|
—
|
|
|
(80,000
|
)
|
|
—
|
|
|
(80,000
|
)
|
||||
Proceeds from issuance of Match Group debt
|
—
|
|
|
—
|
|
|
788,000
|
|
|
788,000
|
|
||||
Debt issuance costs
|
(1,876
|
)
|
|
—
|
|
|
(17,174
|
)
|
|
(19,050
|
)
|
||||
Fees and expenses related to note exchange
|
—
|
|
|
—
|
|
|
(6,954
|
)
|
|
(6,954
|
)
|
||||
Proceeds from Match Group initial public offering, net of fees and expenses
|
—
|
|
|
—
|
|
|
428,789
|
|
|
428,789
|
|
||||
Purchase of IAC treasury stock
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
||||
Dividends
|
(113,196
|
)
|
|
—
|
|
|
—
|
|
|
(113,196
|
)
|
||||
Proceeds from the exercise of IAC stock options
|
27,325
|
|
|
—
|
|
|
—
|
|
|
27,325
|
|
||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(65,743
|
)
|
|
—
|
|
|
—
|
|
|
(65,743
|
)
|
||||
Purchase of Match Group stock-based awards
|
—
|
|
|
—
|
|
|
(23,431
|
)
|
|
(23,431
|
)
|
||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(32,207
|
)
|
|
(32,207
|
)
|
||||
Acquisition-related contingent consideration payments
|
—
|
|
|
(240
|
)
|
|
(5,510
|
)
|
|
(5,750
|
)
|
||||
Increase in restricted cash related to bond redemptions
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
||||
Intercompany
|
684,716
|
|
|
(143,423
|
)
|
|
(541,293
|
)
|
|
—
|
|
||||
Other, net
|
166
|
|
|
—
|
|
|
441
|
|
|
607
|
|
||||
Net cash provided by (used in) financing activities
|
311,392
|
|
|
(223,663
|
)
|
|
590,661
|
|
|
678,390
|
|
||||
Total cash provided
|
311,969
|
|
|
—
|
|
|
189,371
|
|
|
501,340
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
—
|
|
|
(10,298
|
)
|
|
(10,298
|
)
|
||||
Net increase in cash and cash equivalents
|
311,969
|
|
|
—
|
|
|
179,073
|
|
|
491,042
|
|
||||
Cash and cash equivalents at beginning of period
|
762,689
|
|
|
—
|
|
|
227,716
|
|
|
990,405
|
|
||||
Cash and cash equivalents at end of period
|
$
|
1,074,658
|
|
|
$
|
—
|
|
|
$
|
406,789
|
|
|
$
|
1,481,447
|
|
|
Quarter Ended
March 31
|
|
Quarter Ended
June 30
|
|
Quarter Ended
September 30
(a) (c)
|
|
Quarter Ended
December 31
(b)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
760,833
|
|
|
$
|
767,387
|
|
|
$
|
828,434
|
|
|
$
|
950,585
|
|
Cost of revenue
|
145,958
|
|
|
139,033
|
|
|
166,290
|
|
|
199,727
|
|
||||
Operating income (loss)
|
37,060
|
|
|
75,635
|
|
|
(18,589
|
)
|
|
94,360
|
|
||||
Net earnings
|
28,463
|
|
|
80,557
|
|
|
225,639
|
|
|
23,349
|
|
||||
Net earnings attributable to IAC shareholders
|
26,209
|
|
|
66,268
|
|
|
179,643
|
|
|
32,804
|
|
||||
Per share information attributable to IAC shareholders:
|
|||||||||||||||
Basic earnings per share
(e)
|
$
|
0.34
|
|
|
$
|
0.84
|
|
|
$
|
2.22
|
|
|
$
|
0.40
|
|
Diluted earnings per share
(e)
|
$
|
0.29
|
|
|
$
|
0.70
|
|
|
$
|
1.79
|
|
|
$
|
0.37
|
|
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
March 31
(d)
|
|
Quarter Ended
June 30
(e)
|
|
Quarter Ended
September 30
|
|
Quarter Ended
December 31
(d)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
819,179
|
|
|
$
|
745,439
|
|
|
$
|
764,102
|
|
|
$
|
811,162
|
|
Cost of revenue
|
193,734
|
|
|
170,397
|
|
|
179,131
|
|
|
212,468
|
|
||||
Operating income (loss)
|
21,417
|
|
|
(252,446
|
)
|
|
85,584
|
|
|
112,820
|
|
||||
Net earnings (loss)
|
7,934
|
|
|
(190,542
|
)
|
|
52,340
|
|
|
114,117
|
|
||||
Net earnings (loss) attributable to IAC shareholders
|
8,282
|
|
|
(194,775
|
)
|
|
43,162
|
|
|
102,051
|
|
||||
Per share information attributable to IAC shareholders:
|
|||||||||||||||
Basic earnings (loss) per share
(e)
|
$
|
0.10
|
|
|
$
|
(2.45
|
)
|
|
$
|
0.54
|
|
|
$
|
1.29
|
|
Diluted earnings (loss) per share
(e)
|
$
|
0.09
|
|
|
$
|
(2.45
|
)
|
|
$
|
0.49
|
|
|
$
|
1.18
|
|
(a)
|
The third quarter of 2017 includes after-tax stock-based compensation expense of
$60.9 million
related primarily to the modification of previously issued HomeAdvisor vested awards, which were converted into ANGI Homeservices equity awards, and the acceleration of certain Angie’s List equity awards in connection with the Combination, as well as after-tax costs of
$17.4 million
related to the Combination.
|
(b)
|
The fourth quarter of 2017 includes after-tax stock-based compensation expense of
$15.8 million
related primarily to the modification of previously issued HomeAdvisor unvested awards, which were converted into ANGI Homeservices equity awards, the expense related to previously issued Angie's List equity awards and the acceleration of certain Angie's List equity awards resulting from the termination of employees in connection with the Combination, as well as after-tax costs of
$13.9 million
related to the Combination (including
$7.6 million
of deferred revenue write-offs).
|
(c)
|
The third quarter of 2017 includes a reduction to the income tax provision of
$257.0 million
related to excess tax benefits generated by the exercise, purchase and settlement of stock-based awards.
|
(d)
|
The first quarter and fourth quarter of 2016 include after-tax gains of
$11.9 million
and
$37.5 million
related to the sale of PriceRunner and ShoeBuy, respectively.
|
(e)
|
The second quarter of 2016 includes after-tax impairment charges related to goodwill and indefinite-lived intangible assets of
$183.5 million
and
$7.2 million
, respectively.
|
(f)
|
Quarterly per share amounts may not add to the related annual per share amount because of differences in the average common shares outstanding during each period.
|
Schedule
Number
|
|
|
II
|
|
Valuation and Qualifying Accounts.
|
Exhibit
No.
|
|
Description
|
|
Location
|
|
2.1
|
|
|
Agreement and Plan of Merger, dated as of May 1, 2017, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 26, 2017, by and among Angie’s List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub, Inc.
|
|
|
2.2
|
|
|
Stock Purchase Agreement, dated as of July 13, 2015, by and among Match.com Inc., Plentyoffish Media Inc., Markus Frind, Markus Frind Family Trust No. 2 and Frind Enterprises Ltd.
|
|
|
3.1
|
|
|
Restated Certificate of Incorporation of
IAC/InterActiveCorp.
|
|
|
3.2
|
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of IAC/InterActiveCorp (dated as of August 20, 2008).
|
|
|
3.3
|
|
|
Amended and Restated By-laws of IAC/InterActiveCorp (amended and restated as of December 1, 2010).
|
|
|
3.4
|
|
|
Certificate of Designations of Series C Cumulative Preferred Stock.
|
|
|
4.1
|
|
|
Indenture for 4.75% Senior Notes due 2022, dated as of December 21, 2012, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee.
|
|
|
|
|
Supplemental Indenture for 4.75% Senior Notes due 2022, dated as of May 30, 2013, among IAC/InterActiveCorp, the Guarantors named therein and Computershare Trust Company, N.A., as Trustee, with a schedule of subsequent Guarantors.(1)
|
|
|
|
4.3
|
|
|
Indenture for 0.875% Senior Exchangeable Notes due 2022, dated as of October 2, 2017, among IAC FinanceCo, Inc., IAC/InterActiveCorp and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.4
|
|
|
Indenture, dated June 1, 2016, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.5
|
|
|
Indenture, dated as of December 4, 2017, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
|
10.1
|
|
|
Amended and Restated Governance Agreement, dated as of August 9, 2005, among the Registrant, Liberty Media Corporation and Barry Diller.
|
|
|
10.2
|
|
|
Letter Agreement, dated as of December 1, 2010, by and among the Registrant, Liberty Media Corporation, Liberty USA Holdings, LLC and Barry Diller.
|
|
|
10.3
|
|
|
Letter Agreement, dated as of December 1, 2010, by and between the Registrant and Barry Diller.
|
|
|
10.4
|
|
|
IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(2)
|
|
|
10.5
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(2)
|
|
10.6
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(2)
|
|
|
10.7
|
|
|
IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(2)
|
|
|
10.8
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(2)
|
|
|
10.9
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(2)
|
|
|
10.10
|
|
|
IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(2)
|
|
|
10.11
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(2)
|
|
|
10.12
|
|
|
Summary of Non-Employee Director Compensation Arrangements.(2)
|
|
|
10.13
|
|
|
2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors.(2)
|
|
10.14
|
|
|
Employment Agreement between Joseph Levin and the Registrant, dated as of November 21, 2017.(2)
|
|
|
10.15
|
|
|
Second Amended and Restated Employment Agreement between Victor A. Kaufman and the Registrant, dated as of March 15, 2012.(2)
|
|
|
10.16
|
|
|
Employment Agreement between Glenn H. Schiffman and the Registrant, dated as of April 7, 2016.(2)
|
|
|
10.17
|
|
|
Employment Agreement between Gregg Winiarski and the Registrant, dated as of February 26, 2010.(2)
|
|
|
10.18
|
|
|
Google Services Agreement, dated as of October 26, 2015, between the Registrant and Google Inc.(3)
|
|
|
10.19
|
|
|
Amended and Restated Credit Agreement, dated as of October 7, 2015, among IAC/InterActiveCorp, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.20
|
|
|
Amendment No. 2, dated as of September 25, 2017, to the Credit Agreement dated as of December 21, 2012, as amended and restated as of October 7, 2015, among IAC/InterActiveCorp, as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other parties thereto.
|
|
|
10.21
|
|
|
Joinder and Reaffirmation Agreement, dated as of October 2, 2107, among IAC/InterActiveCorp, IAC Group, LLC, each of the parties listed on Schedule 1 thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
|
10.22
|
|
|
Amended and Restated Credit Agreement, dated as of November 16, 2015, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.23
|
|
|
Amendment No. 3, dated as of December 8, 2016, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.24
|
|
|
Amendment No. 4, dated as of August 14, 2017, to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended December 8, 2016, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.25
|
|
|
Credit Agreement, dated as of November 1, 2017, among ANGI Homeservices Inc., as Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
|
10.26
|
|
|
Registration Rights Agreement, dated as of October 2, 2017, among IAC/InterActiveCorp, IAC FinanceCo, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC
|
|
|
10.27
|
|
|
Master Transaction Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc..
|
|
|
10.28
|
|
|
Employee Matters Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.29
|
|
|
Amendment No.1 to Employee Matters Agreement, dated as of April 13, 2016, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.30
|
|
|
Investor Rights Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.31
|
|
|
Tax Sharing Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.32
|
|
|
Services Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.33
|
|
|
Contribution Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.34
|
|
|
Employee Matters Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.35
|
|
|
Investor Rights Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.36
|
|
|
Tax Sharing Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.37
|
|
|
Services Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
|
|
Subsidiaries of the Registrant as of December 31, 2017.(1)
|
|
|
|
|
|
Consent of Ernst & Young LLP.(1)
|
|
|
|
|
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
|
|
|
|
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
|
|
|
|
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)
|
|
|
|
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 of 2002.(4)
|
|
|
|
|
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 of 2002.(4)
|
|
|
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(4)
|
|
|
|
101.INS
|
|
XBRL Instance (1)
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema (1)
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation (1)
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition (1)
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels (1)
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation (1)
|
|
|
(1)
|
Filed herewith.
|
(2)
|
Reflects management contracts and management and director compensatory plans.
|
(3)
|
Certain portions of this document have been omitted pursuant to a confidential treatment request.
|
(4)
|
Furnished herewith.
|
March 1, 2018
|
|
IAC/INTERACTIVECORP
|
||
|
|
By:
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
|
Glenn H. Schiffman
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ BARRY DILLER
|
|
Chairman of the Board, Senior Executive and Director
|
Barry Diller
|
|
|
|
|
|
/s/ JOSEPH LEVIN
|
|
Chief Executive Officer and Director
|
Joseph Levin
|
|
|
|
|
|
/s/ VICTOR A. KAUFMAN
|
|
Vice Chairman and Director
|
Victor A. Kaufman
|
|
|
/s/ GLENN H. SCHIFFMAN
|
|
Executive Vice President and Chief Financial Officer
|
Glenn H. Schiffman
|
|
|
|
|
|
/s/ MICHAEL H. SCHWERDTMAN
|
|
Senior Vice President and Controller (Chief Accounting Officer)
|
Michael H. Schwerdtman
|
|
|
|
|
|
/s/ EDGAR BRONFMAN, JR.
|
|
Director
|
Edgar Bronfman, Jr.
|
|
|
|
|
|
/s/ CHELSEA CLINTON
|
|
Director
|
Chelsea Clinton
|
|
|
|
|
|
/s/ MICHAEL D. EISNER
|
|
Director
|
Michael D. Eisner
|
|
|
|
|
|
/s/ BONNIE S. HAMMER
|
|
Director
|
Bonnie S. Hammer
|
|
|
|
|
|
|
|
|
/s/ BRYAN LOURD
|
|
Director
|
Bryan Lourd
|
|
|
|
|
|
/s/ DAVID S. ROSENBLATT
|
|
Director
|
David S. Rosenblatt
|
|
|
|
|
|
/s/ ALAN G. SPOON
|
|
Director
|
Alan G. Spoon
|
|
|
|
|
|
/s/ ALEXANDER VON FURSTENBERG
|
|
Director
|
Alexander von Furstenberg
|
|
|
|
|
|
/s/ RICHARD F. ZANNINO
|
|
Director
|
Richard F. Zannino
|
|
|
Description
|
Balance at
Beginning
of Period
|
|
Charges to
Earnings
|
|
Charges to
Other Accounts
|
|
Deductions
|
|
Balance at
End of Period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
16,405
|
|
|
$
|
28,930
|
|
(a)
|
$
|
(1,006
|
)
|
|
$
|
(32,840
|
)
|
(d)
|
$
|
11,489
|
|
Sales returns accrual
|
80
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|||||
Deferred tax valuation allowance
|
88,170
|
|
|
38,144
|
|
(b)
|
6,284
|
|
(c)
|
—
|
|
|
132,598
|
|
|||||
Other reserves
|
2,822
|
|
|
|
|
|
|
|
|
2,544
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
16,528
|
|
|
$
|
17,733
|
|
(a)
|
$
|
(695
|
)
|
|
$
|
(17,161
|
)
|
(d)
|
$
|
16,405
|
|
Sales returns accrual
|
828
|
|
|
14,998
|
|
|
(962
|
)
|
|
(14,784
|
)
|
|
80
|
|
|||||
Deferred tax valuation allowance
|
90,482
|
|
|
(837
|
)
|
(e)
|
(1,475
|
)
|
(f)
|
—
|
|
|
88,170
|
|
|||||
Other reserves
|
2,801
|
|
|
|
|
|
|
|
|
2,822
|
|
||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
12,437
|
|
|
$
|
16,648
|
|
(a)
|
$
|
(536
|
)
|
|
$
|
(12,021
|
)
|
(d)
|
$
|
16,528
|
|
Sales returns accrual
|
1,119
|
|
|
17,569
|
|
|
—
|
|
|
(17,860
|
)
|
|
828
|
|
|||||
Deferred tax valuation allowance
|
98,350
|
|
|
(6,072
|
)
|
(g)
|
(1,796
|
)
|
(h)
|
—
|
|
|
90,482
|
|
|||||
Other reserves
|
2,204
|
|
|
|
|
|
|
|
|
2,801
|
|
(a)
|
Additions to the allowance for doubtful accounts are charged to expense. Additions to the revenue reserves are charged against revenue.
|
(b)
|
Amount is due primarily to the establishment of foreign NOLs related to a recent acquisition.
|
(c)
|
Amount is primarily related to acquired state NOLs, acquired foreign tax credits and currency translation adjustments on foreign NOLs.
|
(d)
|
Write-off of fully reserved accounts receivable.
|
(e)
|
Amount is primarily related to other-than-temporary impairment charges for certain cost method investments and an increase in federal capital and NOLs, partially offset by a decrease in state NOLs, foreign tax credits, and foreign NOLs.
|
(f)
|
Amount is primarily related to the realization of previously unbenefited unrealized losses on available-for-sale marketable equity securities included in accumulated other comprehensive income and currency translation adjustments on foreign NOLs.
|
(g)
|
Amount is primarily related to the release of a valuation allowance on the other-than-temporary impairment charges for certain cost method investments, partially offset by an increase in federal, foreign and state net operating and capital losses.
|
(h)
|
Amount is primarily related to a net reduction in unbenefited unrealized losses on available-for-sale marketable equity securities included in accumulated other comprehensive income and currency translation adjustments on foreign NOLs.
|
1.
|
IAC Falcon Holdings, LLC executed this Supplemental Indenture on 5/30/13
|
2.
|
Consumersearch, Inc. executed this Supplemental Indenture on 3/12/14
|
3.
|
Daily Burn Holdings, Inc. executed this Supplemental Indenture on 5/1/14
|
4.
|
IAC Search & Media Brands, Inc. executed this Supplemental Indenture on 5/15/14
|
5.
|
Investopedia LLC executed this Supplemental Indenture on 5/15/14
|
6.
|
IAC Publishing, LLC executed this Supplemental Indenture on 5/11/16
|
7.
|
InterActiveCorp Films, LLC executed this Supplemental Indenture on 9/21/17
|
Entity
|
|
Jurisdiction of Formation
|
|
|
|
15Films, LLC
|
|
Delaware
|
8831-8833 Sunset, LLC
|
|
Delaware
|
About Information Technology (Beijing) Co., Ltd.
|
|
People’s Republic of China
|
About International
|
|
Cayman Islands
|
About, Inc.
|
|
Delaware
|
Affinity Apps LLC
|
|
Delaware
|
AL Real Estate Holdings, LLC
|
|
Indiana
|
Amsel, LLC
|
|
Delaware
|
ANGI Homeservices Inc.
|
|
Delaware
|
Angie’s List, Inc.
|
|
Delaware
|
Apalon Apps LLC
|
|
Republic of Belarus
|
APN, LLC
|
|
Delaware
|
Applications Partner, LLC
|
|
Delaware
|
Ask Applications, Inc.
|
|
Delaware
|
Big Breakfast, LLC
|
|
Delaware
|
Buzz Technologies, Inc.
|
|
Washington
|
CH Pacific, LLC
|
|
Delaware
|
CityGrid Media, LLC
|
|
Delaware
|
CollegeHumor Press LLC
|
|
Maryland
|
Comedy News Ventures, Inc.
|
|
Delaware
|
Connect, LLC
|
|
Delaware
|
Connected Ventures, LLC
|
|
Delaware
|
ConsumerSearch, Inc.
|
|
Delaware
|
CraftJack Inc.
|
|
Illinois
|
CV Acquisition Corp.
|
|
Delaware
|
Daily Burn Holdings, LLC
|
|
Delaware
|
Daily Burn, Inc.
|
|
Delaware
|
DatingDirect.com Limited
|
|
England and Wales
|
Delightful.com, LLC
|
|
Delaware
|
Diamant Production Services, LLC
|
|
Delaware
|
Diamond Dogs, LLC
|
|
Delaware
|
Dictionary.com, LLC
|
|
California
|
ECS Sports Fulfillment LLC
|
|
Delaware
|
Electus Productions, LLC
|
|
California
|
Entity
|
|
Jurisdiction of Formation
|
Electus, LLC
|
|
Delaware
|
ES1 Productions, LLC
|
|
Delaware
|
ES2 Productions, LLC
|
|
Delaware
|
Eureka SG Pte. Ltd.
|
|
Singapore
|
Eureka Taiwan
|
|
Taiwan
|
Eureka, Inc.
|
|
Japan
|
Failure to Appear Productions, LLC
|
|
Delaware
|
Falcon Holdings II, LLC
|
|
Delaware
|
Felix Calls, LLC
|
|
Delaware
|
Five Star Matchmaking Information Technology (Beijing) Co., Ltd.
|
|
People’s Republic of China
|
Flaked Productions, LLC
|
|
Delaware
|
FriendScout24 GmbH
|
|
Germany
|
Good Hang, LLC
|
|
Delaware
|
HLVP Follow On Fund GP, LLC
|
|
Delaware
|
HLVP Follow On Fund, L.P.
|
|
Delaware
|
HLVP I GP, LLC
|
|
Delaware
|
HLVP I, L.P.
|
|
Delaware
|
HLVP II GP, LLC
|
|
Delaware
|
HLVP II Token, LLC
|
|
Delaware
|
HLVP II, L.P.
|
|
Delaware
|
HLVP III GP, LLC
|
|
Delaware
|
HLVP III, L.P.
|
|
Delaware
|
Home Advisor Limited
|
|
England and Wales
|
Home Industry Leadership Board
|
|
Colorado
|
HomeAdvisor Finance Co.
|
|
Cayman Islands
|
HomeAdvisor GmbH
|
|
Germany
|
HomeAdvisor International, LLC
|
|
Delaware
|
HomeAdvisor, Inc.
|
|
Delaware
|
HomeStars, Inc.
|
|
Canada
|
HowAboutWe, LLC
|
|
Delaware
|
HSN Capital LLC
|
|
Delaware
|
HSN, LLC
|
|
Delaware
|
HTRF Ventures, LLC
|
|
Delaware
|
Humor Rainbow, Inc.
|
|
New York
|
IAC 19
th
St. Holdings, LLC
|
|
Delaware
|
IAC Applications Holding Limited Partnership
|
|
Ireland
|
IAC Applications, LLC
|
|
Delaware
|
IAC Falcon Holdings, LLC
|
|
Delaware
|
IAC Family Foundation, Inc.
|
|
Delaware
|
Entity
|
|
Jurisdiction of Formation
|
IAC FinanceCo, Inc.
|
|
Delaware
|
IAC Group, LLC
|
|
Delaware
|
IAC Publishing Holding Limited Partnership
|
|
Ireland
|
IAC Publishing, LLC
|
|
Delaware
|
IAC Search & Media (Canada) Inc.
|
|
Canada
|
IAC Search & Media B.V.
|
|
Netherlands
|
IAC Search & Media Brands, Inc.
|
|
California
|
IAC Search & Media Europe Limited
|
|
Ireland
|
IAC Search & Media Finance Co.
|
|
Cayman Islands
|
IAC Search & Media Hong Kong, Limited
|
|
Hong Kong
|
IAC Search & Media International, Inc.
|
|
Delaware
|
IAC Search & Media Massachusetts, Inc.
|
|
Massachusetts
|
IAC Search & Media Technologies FinanceCo II
|
|
Cayman Islands
|
IAC Search & Media Technologies Limited
|
|
Ireland
|
IAC Search & Media UK Limited
|
|
United Kingdom
|
IAC Search & Media Washington, LLC
|
|
Washington
|
IAC Search & Media, Inc.
|
|
Delaware
|
IAC Search, LLC
|
|
Delaware
|
IAC Shopping International, Inc.
|
|
Delaware
|
IAC/Expedia Global, LLC
|
|
Delaware
|
IACF Developments LLC
|
|
Delaware
|
ImproveNet, Inc.
|
|
Delaware
|
Indigo Intermediate, LLC
|
|
Delaware
|
INKD LLC
|
|
Delaware
|
Insider Pages, Inc.
|
|
Delaware
|
InstantAction, LLC
|
|
Delaware
|
InterActiveCorp Films, Inc.
|
|
Delaware
|
InterActiveCorp Films, LLC
|
|
Delaware
|
InterCaptiveCorp, Ltd.
|
|
Bermuda
|
Internet Shopping Network LLC
|
|
Delaware
|
Investopedia Canada, Inc.
|
|
Canada
|
Investopedia LLC
|
|
Delaware
|
Konnett KK
|
|
Japan
|
Life123, Inc.
|
|
Delaware
|
Livestream Inc.
|
|
Delaware
|
Livestream Limited
|
|
England and Wales
|
Livestream LLC
|
|
New York
|
Livestream Technologies Private Limited
|
|
India
|
Lucky Morning Productions, LLC
|
|
Delaware
|
Entity
|
|
Jurisdiction of Formation
|
M8 Singlesnet LLC
|
|
Delaware
|
Maker Shack, LLC
|
|
California
|
Mash Dating, LLC
|
|
Delaware
|
Massive Media Europe NV
|
|
Belgium
|
Massive Media Limited
|
|
England and Wales
|
Massive Media Match NV
|
|
Belgium
|
Match Group Europe Limited
|
|
England and Wales
|
Match Group, Inc.
|
|
Delaware
|
Match Group, LLC
|
|
Delaware
|
Match Internet Financial Services Designated Activity Company
|
|
Ireland
|
Match ProfilePro, LLC
|
|
Delaware
|
Match.com Europe Limited
|
|
England and Wales
|
Match.com Events LLC
|
|
Delaware
|
Match.com Foreign Holdings II Limited
|
|
England and Wales
|
Match.com Foreign Holdings III Limited
|
|
England and Wales
|
Match.com Foreign Holdings Limited
|
|
England and Wales
|
Match.com Global Investments S.à r.l.
|
|
Luxembourg
|
Match.com Global Services Limited
|
|
England and Wales
|
Match.com HK Limited
|
|
Hong Kong
|
Match.com International Holdings, Inc.
|
|
Delaware
|
Match.com International II Limited
|
|
England and Wales
|
Match.com International Limited
|
|
England and Wales
|
Match.com Investments, Inc.
|
|
Cayman Island
|
Match.com Japan KK
|
|
Japan
|
Match.com Japan Networks GK
|
|
Japan
|
Match.com LatAm Limited
|
|
England and Wales
|
Match.com Luxembourg S.à r.l.
|
|
Luxembourg
|
Match.com Nordic AB
|
|
Sweden
|
Match.com Offshore Holdings, Ltd
|
|
Mauritius
|
Match.com Pegasus Limited
|
|
England and Wales
|
Matchcom Mexico, S. de R.L., de C.V.
|
|
Mexico
|
Meetic Espana, SLU
|
|
Spain
|
Meetic Italia SRL
|
|
Italy
|
Meetic Netherlands BV
|
|
Netherlands
|
Meetic SAS
|
|
France
|
MG France Services SAS
|
|
France
|
MG Korea Services Limited
|
|
South Korea
|
MG Services Alpha, LLC
|
|
Delaware
|
MG Services Beta, LLC
|
|
Delaware
|
Entity
|
|
Jurisdiction of Formation
|
Mhelpdesk, Inc.
|
|
Delaware
|
Mile High Insights, LLC
|
|
Delaware
|
Mindspark Interactive Network, Inc.
|
|
Delaware
|
MM LatAm, LLC
|
|
Delaware
|
Mojo Acquisition Corp.
|
|
Delaware
|
Mojo Finance Co.
|
|
Cayman Islands
|
MTCH Technology Services Ltd.
|
|
Ireland
|
MyBuilder Limited
|
|
England and Wales
|
MyHammer AG
|
|
Germany
|
MyHammer Holding AG
|
|
Germany
|
Neu.de GmbH
|
|
Germany
|
Newsweek Philippines Inc.
|
|
Philippines
|
Nexus Limited
|
|
England and Wales
|
Nice Little Day, LLC
|
|
Delaware
|
Notional, LLC
|
|
Delaware
|
NRelate LLC
|
|
Delaware
|
Out to Lunch Productions, LLC
|
|
Delaware
|
Parperfeito Comunicacao SA
|
|
Brazil
|
People Media, Inc.
|
|
Delaware
|
People Media, LLC
|
|
Arizona
|
Plentyoffish Media ULC
|
|
British Columbia
|
Plentyoffish Media, LLC
|
|
Delaware
|
Pretty Fun Therapy SAS
|
|
France
|
Principato-Young Management, Inc.
|
|
California
|
Prize Matters, LLC
|
|
Delaware
|
Pronto, LLC
|
|
Delaware
|
Publishing Partner, LLC
|
|
Delaware
|
Rebel Entertainment, Inc.
|
|
Delaware
|
Rio Bravo Productions, LLC
|
|
Delaware
|
Riviere Productions
|
|
California
|
Search Floor, Inc.
|
|
California
|
ServiceMagic Canada Inc.
|
|
Canada
|
ServiceMagic Europe S.à r.l.
|
|
Luxembourg
|
ServiceMagic GmbH
|
|
Germany
|
ServiceMagic International S.à r.l.
|
|
Luxembourg
|
ServiceMagic IP Ireland Limited
|
|
Ireland
|
Shanghai Huike Network Technology Co., Ltd.
|
|
People’s Republic of China
|
Shoptouch, Inc.
|
|
Delaware
|
Slimware Utilities Holdings, Inc.
|
|
Delaware
|
Entity
|
|
Jurisdiction of Formation
|
SpeedDate.com, LLC
|
|
Delaware
|
Spotlight Studios, LLC
|
|
Delaware
|
Stage Four, LLC
|
|
Delaware
|
Starnet Interactive Ltd.
|
|
Israel
|
Starnet Interactive, Inc.
|
|
Delaware
|
Stream Team, LLC
|
|
Delaware
|
Styleclick Chicago, Inc.
|
|
Delaware
|
Styleclick, Inc.
|
|
Delaware
|
Styleclick.com Enterprises Inc.
|
|
California
|
Targeted Media Solutions LLC
|
|
Delaware
|
TDB Holdings, Inc.
|
|
Delaware
|
The Daily Beast Company LLC
|
|
Delaware
|
The IAC Foundation, Inc.
|
|
Delaware
|
Tinder Development, LLC
|
|
Delaware
|
Tinder, LLC
|
|
Delaware
|
TMC Realty, L.L.C.
|
|
Delaware
|
TPR/Tutor Holdings, LLC
|
|
Delaware
|
Travaux.com
|
|
France
|
USA Electronic Commerce Solutions LLC
|
|
Delaware
|
USA Video Distribution LLC
|
|
Delaware
|
USANi LLC
|
|
Delaware
|
USANi Sub LLC
|
|
Delaware
|
VHX Corporation
|
|
Delaware
|
Vimeo FinanceCo, LLC
|
|
Delaware
|
Vimeo, Inc.
|
|
Delaware
|
Wanderspot LLC
|
|
Washington
|
Werkspot BV
|
|
Netherlands
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended
December 31, 2017
of IAC/InterActiveCorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
March 1, 2018
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended
December 31, 2017
of IAC/InterActiveCorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Dated:
|
March 1, 2018
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended
December 31, 2017
of IAC/InterActiveCorp;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
Dated:
|
March 1, 2018
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President and Chief Financial Officer
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
March 1, 2018
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
March 1, 2018
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.
|
Dated:
|
March 1, 2018
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President and Chief Financial Officer
|