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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)
|
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10011
(Zip Code)
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Title of each class
|
|
Name of exchange on which registered
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Common Stock, par value $0.001
|
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
Large accelerated filer
ý
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Accelerated filer
o
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|
Non-accelerated filer
o
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Smaller reporting
company
o
|
|
Emerging growth
company
o
|
Common Stock
|
|
77,986,305
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Class B Common Stock
|
|
5,789,499
|
|
Total
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83,775,804
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Page
Number
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•
|
our ability to continue to increase consumer acceptance and adoption of online dating products, particularly 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 brands;
|
•
|
the breadth and depth of Match Group 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, the ever-evolving technological landscape and the ever-changing regulatory landscape (in particular, as it relates to the regulation of online platforms);
|
•
|
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 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, HomeAdvisor and Handy brands;
|
•
|
our ability to consistently generate service requests and jobs 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, video tools and user experience;
|
•
|
whether our SaaS subscription offering and live streaming accessories resonate with consumers;
|
•
|
the continued ability of users 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 competitor brands;
|
•
|
our ability to host and stream high-bandwidth video on a scalable platform;
|
•
|
our ability to retain existing subscribers by continuing to provide a compelling value proposition and convert non-paying users into subscribers; and
|
•
|
our ability to drive visitors to our platform through various forms of direct marketing.
|
•
|
the Verywell family of brands, a leading online health publisher and resource where users can explore a full spectrum of health and wellness topics, from comprehensive information on medical conditions to advice on fitness, nutrition, mental health, pregnancy and more;
|
•
|
the Spruce family of brands, a leading online lifestyle property covering home decor, home repair, recipes, cooking techniques, pets and crafts where users can find practical, real-life tips and inspiration to help them create their best home;
|
•
|
the Balance family of brands, a leading online property covering personal finance, career and small business topics that makes personal finance easy to understand and where users can find clear, practical and straightforward personal financial advice;
|
•
|
Investopedia, an online resource for investment and personal finance education and information;
|
•
|
Lifewire, a leading online technology information property that provides expert-created, real-world technology content with informative visuals and straightforward instruction that helps users fix tech gadgets, learn how to perform specific tech tasks and find the best tech products;
|
•
|
TripSavvy, a travel website written by real experts (not anonymous reviewers) where users can find useful travel advice and inspiration from destinations around the world;
|
•
|
ThoughtCo, a leading online information and reference site with a focus on expert-created education content where users can find answers to questions and information regarding a broad range of disciplines, including science, technology and math, the humanities and the arts, music and recreation; and
|
•
|
two recently acquired websites, Byrdie, a leading beauty website covering beauty tips, style, product reviews and makeup trends, and MyDomaine, a lifestyle website where users can find fresh recipes, smart career tips and insider travel guides that awaken a life well lived.
|
•
|
the quality of the content and features on our websites, relative to those of our competitors;
|
•
|
our ability to successfully create or acquire content (or the rights thereto) in a cost-effective manner;
|
•
|
the relevance and authority of the content featured on our websites; and
|
•
|
our ability to successfully drive visitors to our portfolio of digital brands in a cost-effective manner.
|
•
|
our ability to maintain industry-leading monetization solutions for our desktop browser applications in response to technological changes and platform demands;
|
•
|
the size and stability of our global base of installed desktop application products and our ability to grow this base;
|
•
|
the continued creation of desktop browser applications that resonate with consumers, which depends upon our continued ability to bundle attractive features, content and services (some of which may be owned by third parties);
|
•
|
our ability to differentiate our desktop browser applications from those of our competitors; and
|
•
|
our ability to market and distribute our desktop browser applications through direct to consumer (primarily the Chrome Web Store) and third-party channels in a cost-effective manner.
|
•
|
the continued growth of consumer adoption of free and paid mobile applications generally and related engagement levels;
|
•
|
our ability to operate our mobile applications as a scalable platform;
|
•
|
our ability to retain existing subscribers and acquire new subscribers in a cost-effective manner;
|
•
|
our ability to continue to optimize our marketing and monetization strategies;
|
•
|
the continued growth of smartphone adoption in certain regions of the world, particularly emerging markets;
|
•
|
the continued strength of Mosaic Group brands; and
|
•
|
our ability to introduce new and enhanced mobile applications in response to competitor offerings, consumer preferences, platform demands, social trends and evolving technological landscape.
|
•
|
Ask Media Group, a collection of websites providing general search services and information;
|
•
|
BlueCrew, an on-demand staffing platform that connects temporary workers with traditional blue-collar jobs in areas like warehouse, delivery and moving, data entry and customer service;
|
•
|
The Daily Beast, a website dedicated to news, commentary, culture and entertainment that publishes original reporting and opinion from its roster of full-time journalists and contributors;
|
•
|
College Humor Media, a provider of digital content, including its recently launched subscription only property, Dropout.tv; and
|
•
|
IAC Films, a provider of production and producer services for feature films, primarily for initial sale and distribution through theatrical releases and video-on-demand services in the United States and internationally.
|
•
|
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;
|
•
|
expose one or more of us to potential events of default, 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, Match Group and ANGI Homeservices to borrow under our respective revolving credit facilities, which will depend on, among other things, compliance with the covenants governing our indebtedness.
|
•
|
properly value prospective acquisitions, especially those with limited operating histories;
|
•
|
successfully integrate the operations, as well as the various functions and systems, of acquired businesses with our existing operations, functions 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 management, operations and financial resources.
|
•
|
operational and compliance challenges caused by distance, language barriers and cultural differences;
|
•
|
difficulties in staffing and managing international operations;
|
•
|
differing levels (or lack) of social and technological acceptance of our products and services;
|
•
|
slow or lagging growth in the commercial use and acceptance of the Internet (particularly via mobile devices);
|
•
|
foreign currency fluctuations;
|
•
|
restrictions on the transfer of funds among countries and back to the United States and related repatriation costs;
|
•
|
differing and potentially adverse tax laws;
|
•
|
compliance challenges;
|
•
|
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.
|
(a)
|
We recognized items that affected the comparability of results for the years 2018, 2017 and 2016, see "
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
."
|
(b)
|
There were no discontinued operations for the four years ended
December 31, 2018
. 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 ("MTCH")
- is a leading provider of subscription dating products, operating a portfolio of dating brands, including Tinder, Match, PlentyOfFish and OkCupid. At
December 31, 2018
, IAC’s economic and voting interest in MTCH were
81.1%
and
97.6%
, respectively.
|
•
|
ANGI Homeservices ("ANGI")
- connects millions of homeowners to home service professionals through its portfolio of digital home service brands, including HomeAdvisor, Angie's List and Handy. At
December 31, 2018
, IAC’s economic and voting interest in ANGI were
83.9%
and
98.1%
, respectively.
|
•
|
Vimeo
- operates a global video platform for creative professionals, marketers and enterprises to connect with their audiences, customers and employees.
|
•
|
Dotdash
- is a portfolio of digital brands providing expert information and inspiration in select vertical content categories.
|
•
|
Applications
- consists of
Desktop,
which includes our direct-to-consumer downloadable desktop applications and the business-to-business partnership operations, and
Mosaic Group
(previously referred to as Mobile), which is a leading provider of global subscription mobile applications comprised of the following businesses that we own and operate: Apalon, iTranslate, TelTech and Daily Burn, transferred from the Emerging & Other segment effective April 1, 2018.
|
•
|
Emerging & Other
- consists of Ask Media Group, BlueCrew, The Daily Beast, College Humor Media, IAC Films and, for periods prior to its transfer to the Applications segment effective April 1, 2018, Daily Burn. It also includes CityGrid, Dictionary.com, Electus, The Princeton Review, ShoeBuy, ASKfm and PriceRunner for periods prior to the sales of these businesses (described below).
|
•
|
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 MTCH'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 ("ARPU")
- is Direct Revenue from Subscribers in the relevant measurement period (whether in the form of subscription or à
la carte revenue from Subscribers) 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 Revenue
- includes revenue from the HomeAdvisor and Handy domestic marketplace services, including consumer connection revenue for consumer matches, membership subscription revenue from HomeAdvisor service professionals and revenue from completed jobs sourced through the Handy platform. It excludes revenue from Angie's List, mHelpDesk, HomeStars and Felix.
|
•
|
Marketplace Service Requests
- are fully completed and submitted domestic customer service requests to HomeAdvisor and completed jobs sourced through the Handy platform.
|
•
|
Marketplace Paying Service Professionals ("Marketplace Paying SPs")
- are the number of HomeAdvisor and Handy domestic service professionals that had an active subscription and/or paid for consumer matches or completed a job sourced through the Handy platform in the last month of the period. An active HomeAdvisor subscription is a subscription for which HomeAdvisor was recognizing revenue on the last day of the relevant period.
|
•
|
Platform Revenue
- primarily includes revenue from Software-as-a-Service ("SaaS") subscription fees and other related revenue from Vimeo subscribers.
|
•
|
Hardware Revenue
- includes sales of our live streaming accessories.
|
•
|
Vimeo Ending Subscribers
- is 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) the amortization of fees paid to Apple and Google related to the distribution and the facilitation of in-app purchases and (ii) payments made to partners who distribute our business-to-business 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 hosting fees, compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in data center operations and MTCH customer service functions, credit card processing fees, production costs related to IAC Films, College Humor Media and, prior to its sale, Electus, content costs, expenses associated with the operation of the Company's data centers and costs associated with publishing and distributing the
Angie's List Magazine
. For periods prior to the sale of The Princeton Review, cost of revenue also includes rent and cost for teachers and tutors.
|
•
|
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 direct-to-consumer downloadable desktop applications, offline marketing, which is primarily television advertising, and partner-related payments to those who direct traffic to the brands within our MTCH and ANGI segments, and compensation expense (including stock-based compensation expense) and other employee-related costs for ANGI's sales force and marketing personnel.
|
•
|
General and administrative expense -
consists primarily of compensation expense (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 MTCH which includes customer service costs within cost of revenue), fees for professional services (including transaction-related costs related to acquisitions and the Combination), facilities costs, bad debt expense, software license and maintenance costs and acquisition-related contingent consideration fair value adjustments (described below). The customer service function at ANGI includes personnel who provide support to its service professionals and consumers.
|
•
|
Product development expense
-
consists primarily of compensation expense (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 and software license and maintenance costs.
|
•
|
Acquisition-related contingent consideration fair value adjustments
- relate to the portion of the purchase price of certain acquisitions that is contingent upon the future earnings performance and/or operating metrics of the acquired company. The fair value of the liability is estimated at the date of acquisition and adjusted each reporting period until
|
•
|
MTCH Term Loan
- due November 16, 2022. The outstanding balance of the MTCH Term Loan as of December 31, 2018 is
$425.0 million
. The MTCH Term Loan bears interest at LIBOR plus
2.50%
and was
5.09%
and
3.85%
at
December 31, 2018
and
2017
, respectively.
|
•
|
MTCH Credit Facility
- On December 7, 2018, the MTCH
$500 million
revolving credit facility was amended and restated, and is due on December 7, 2023. The outstanding borrowings under the MTCH Credit Facility as of December 31, 2018 are
$260.0 million
and bear interest at LIBOR plus
1.50%
, or approximately
4.00%
. At
December 31, 2017
, there were
no
outstanding borrowings under the MTCH Credit Facility.
|
•
|
6.375% MTCH Senior Notes
- MTCH's 6.375% Senior Notes due June 1, 2024, with interest payable each June 1 and December 1. The outstanding balance of the 6.375% MTCH Senior Notes as of December 31, 2018 is
$400.0 million
.
|
•
|
5.00% MTCH Senior Notes
- MTCH's 5.00% Senior Notes due December 15, 2027, with interest payable each June 15 and December 15. The proceeds, along with cash on hand, were used to redeem the outstanding balance of the 6.75% MTCH Senior Notes. The outstanding balance of the 5.00% MTCH Senior Notes as of December 31, 2018 is
$450.0 million
.
|
•
|
5.625% MTCH Senior Notes
- On February 15, 2019, MTCH completed a private offering of $350 million aggregate principal amount of its 5.625% Senior Notes due 2029. The proceeds were used to repay outstanding borrowings under the MTCH Credit Facility, to pay expenses associated with the offering, and for general corporate purposes.
|
•
|
6.75% MTCH Senior Notes
- MTCH's 6.75% Senior Notes with an outstanding balance of $445.2 million were redeemed on December 17, 2017 with the proceeds from the 5.00% MTCH Senior Notes and cash on hand.
|
•
|
ANGI Term Loan -
On November 5, 2018, the ANGI Term Loan was amended and restated, and is now due on November 5, 2023. The outstanding balance of the ANGI Term Loan as of December 31, 2018 is
$261.3 million
. The ANGI Term Loan bears interest, payable quarterly, at LIBOR plus
1.50%
, or approximately
4.00%
at
December 31, 2018
, and has quarterly principal payments. The ANGI Term Loan bore interest at LIBOR plus
2.00%
, or
3.38%
, at
December 31, 2017
.
|
•
|
ANGI Credit Facility
- On November 5, 2018, ANGI entered into a five-year
$250 million
revolving credit facility. At
December 31, 2018
, there were no outstanding borrowings under the ANGI Credit Facility.
|
•
|
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. Interest is payable each April 1 and October 1. The outstanding balance of the Exchangeable Notes as of December 31, 2018 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. A portion of the proceeds were used to repay the outstanding balance of the 4.875% Senior Notes (described below).
|
•
|
4.75% Senior Notes
- IAC's 4.75% Senior Notes due December 15, 2022, with interest payable each June 15 and December 15. The outstanding balance of the 4.75% Senior Notes as of December 31, 2018 is
$34.5 million
.
|
•
|
4.875% Senior Notes
- IAC's 4.875% Senior Notes with an outstanding balance of $361.9 million were redeemed on November 30, 2017 with a portion of the proceeds from the Exchangeable Notes.
|
•
|
IAC Credit Facility
- On November 5, 2018, the IAC Credit Facility, under which IAC Group, LLC, a subsidiary of the Company is the borrower, was amended and restated, reducing the facility size from
$300 million
to
$250 million
,
|
•
|
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 and a reconciliation of net earnings (loss) attributable to IAC shareholders to operating income (loss) to consolidated Adjusted EBITDA for the years ended December 31, 2018, 2017, and 2016.
|
•
|
IAC's revolving credit facility was amended and restated, reducing the facility size from $300 million to $250 million, and now expires November 5, 2023.
|
•
|
ANGI entered into a five-year $250 million revolving credit facility and the ANGI Term Loan was amended and restated, and is now due on November 5, 2023.
|
•
|
Revenue increased
$955.7 million
, or
29%
, to
$4.3 billion
due primarily to growth from MTCH of
$399.2 million
, an increase from ANGI of
$395.9 million
due, in part, to the Combination (defined below), and increases of
$59.7 million
from Emerging & Other,
$56.3 million
from Vimeo and
$40.1 million
from Dotdash.
|
•
|
Operating income increased
$376.7 million
, or
200%
, to
$565.1 million
due primarily to an increase in Adjusted EBITDA of
$413.5 million
, a decrease of
$26.2 million
in stock-based compensation expense, and a change of $4.3 million in acquisition-related contingent consideration fair value adjustments, partially offset by increases of
$66.3 million
in amortization of intangibles and
$1.1 million
in depreciation. The decrease in stock-based compensation expense was due primarily to a decrease of
$51.4 million
in modification and acceleration charges related to the Combination (
$70.6 million
in 2018 compared to
$122.1 million
in 2017), partially offset by the modification of certain awards in 2018, due in part, to the sale of businesses during the fourth quarter of 2018 and the issuance of new equity awards since 2017. The increase in amortization of intangibles was due primarily to the Combination and the inclusion in 2018 of an impairment charge of $27.7 million at Applications related to a trade name at the Desktop business.
|
•
|
Adjusted EBITDA increased
$413.5 million
, or
72%
, to
$988.8 million
due primarily to growth of
$209.6 million
from ANGI,
$185.0 million
from MTCH,
$24.1 million
from Dotdash and
$10.3 million
from Emerging & Other, partially offset by a decrease of
$4.9 million
from Applications and increased losses of
$6.3 million
and
$4.4 million
from Corporate and Vimeo, respectively.
|
(i)
|
the combination on September 29, 2017 of the businesses comprising the Company's former HomeAdvisor segment and Angie's List, Inc. ("Angie's List") under a new publicly traded company called ANGI Homeservices Inc. (the "Combination"), which comprises the Company's ANGI segment. Stock-based compensation expense related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, is expected to be approximately
$35 million
in 2019 and
$20 million
in 2020;
|
(ii)
|
the adoption of the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09,
Revenue from Contracts with Customers
, on January 1, 2018. For the year ended December 31, 2018, the adoption of ASU No. 2014-09 increased consolidated operating income by $2.6 million, due primarily to a reduction in sales commissions expense of $4.9 million at ANGI due to the capitalization and amortization of certain sales commissions. For the year ended December 31, 2018, the effect of ASU No. 2014-09 decreased consolidated revenue by $0.5 million;
|
(iii)
|
the adoption of FASB ASU No. 2016-01,
Recognition and Measurement of Financial Assets and Financial Liabilities,
on January 1, 2018. For the year ended December 31, 2018, the adoption of ASU No. 2016-01
|
(iv)
|
in addition to those listed under "2018 Developments" above, the acquisitions and dispositions of the following businesses:
|
Acquisitions:
|
|
Reportable Segment:
|
|
Acquisition Date:
|
BlueCrew - controlling interest
|
|
Emerging & Other
|
|
February 26, 2018
|
Hinge - controlling interest *
|
|
MTCH
|
|
Second quarter of 2018
|
iTranslate
|
|
Applications
|
|
March 15, 2018
|
HomeStars Inc. ("HomeStars") - controlling interest
|
|
ANGI
|
|
February 8, 2017
|
MyBuilder Limited ("MyBuilder") - controlling interest
|
|
ANGI
|
|
March 24, 2017
|
Livestream
|
|
Vimeo
|
|
October 18, 2017
|
My Hammer Holding AG ("MyHammer) - controlling interest
|
|
ANGI
|
|
November 3, 2016
|
Dispositions:
|
|
Reportable Segment:
|
|
Sale Date:
|
The Princeton Review
|
|
Emerging & Other
|
|
March 31, 2017
|
PriceRunner
|
|
Emerging & Other
|
|
March 18, 2016
|
ASKfm
|
|
Emerging & Other
|
|
June 30, 2016
|
ShoeBuy
|
|
Emerging & Other
|
|
December 30, 2016
|
(v)
|
the transfer of Daily Burn from the Emerging & Other segment to the Applications segment effective April 1, 2018.
|
(vi)
|
restructuring charges in 2016 of $14.5 million, $2.6 million and $1.1 million at Ask Media Group, Applications and Dotdash, respectively, to reduce costs in light of significant declines in revenue from the Google contract, which was effective April 1, 2016, as well as declines from certain other legacy businesses.
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
1,729,850
|
|
|
$
|
399,189
|
|
|
30%
|
|
$
|
1,330,661
|
|
|
$
|
212,551
|
|
|
19%
|
|
$
|
1,118,110
|
|
ANGI Homeservices
|
1,132,241
|
|
|
395,855
|
|
|
54%
|
|
736,386
|
|
|
237,496
|
|
|
48%
|
|
498,890
|
|
|||||
Vimeo
|
159,641
|
|
|
56,309
|
|
|
54%
|
|
103,332
|
|
|
24,527
|
|
|
31%
|
|
78,805
|
|
|||||
Dotdash
|
130,991
|
|
|
40,101
|
|
|
44%
|
|
90,890
|
|
|
12,977
|
|
|
17%
|
|
77,913
|
|
|||||
Applications
|
582,287
|
|
|
4,289
|
|
|
1%
|
|
577,998
|
|
|
(26,142
|
)
|
|
(4)%
|
|
604,140
|
|
|||||
Emerging & Other
|
528,250
|
|
|
59,661
|
|
|
13%
|
|
468,589
|
|
|
(294,020
|
)
|
|
(39)%
|
|
762,609
|
|
|||||
Inter-segment elimination
|
(368
|
)
|
|
249
|
|
|
40%
|
|
(617
|
)
|
|
(32
|
)
|
|
(6)%
|
|
(585
|
)
|
|||||
Total
|
$
|
4,262,892
|
|
|
$
|
955,653
|
|
|
29%
|
|
$
|
3,307,239
|
|
|
$
|
167,357
|
|
|
5%
|
|
$
|
3,139,882
|
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
$911,146
|
|
$260,138
|
|
40%
|
|
$651,008
|
|
$(104,722)
|
|
(14)%
|
|
$755,730
|
As a percentage of revenue
|
21%
|
|
|
|
|
|
20%
|
|
|
|
|
|
24%
|
•
|
The MTCH increase was due primarily to an increase of $123.8 million in in-app purchase fees as MTCH's revenues are increasingly sourced through mobile app stores.
|
•
|
The Emerging & Other increase was due primarily to an increase of $143.2 million in traffic acquisition costs principally driven by higher revenue at Ask Media Group, primarily in international markets, and the expense from the inclusion of BlueCrew, which was acquired on February 26, 2018, partially offset by a decrease of $71.1 million in production costs, driven primarily by the sale of Electus in 2018 and lower revenue from IAC Films, the sale of The Princeton Review in 2017 and the transfer of Daily Burn to Applications.
|
•
|
The ANGI increase was due primarily to increases of $7.2 million in traffic acquisition costs, $7.0 million in credit card processing fees, including $3.5 million from the inclusion of Angie's List, and higher Marketplace Revenue, $3.7
|
•
|
The Vimeo increase was due primarily to the expense from the inclusion of Livestream.
|
•
|
The Emerging & Other decrease was due primarily to the sales of ShoeBuy and The Princeton Review, a reduction of $13.2 million in traffic acquisition costs and $8.4 million in rent expense due to vacating a data center in the fourth quarter of 2016 at Ask Media Group and lower production costs at College Humor Media, partially offset by 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 2017.
|
•
|
The Applications decrease was due primarily to a reduction of $16.6 million in traffic acquisition costs driven by a decline in revenue at Desktop and a decrease of $2.9 million in compensation expense due, in part, to the reductions in workforce in 2016.
|
•
|
The MTCH 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 ANGI 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 Vimeo increase was due primarily to the expense from the inclusion of Livestream and an increase of $2.6 million in hosting fees due to subscription growth.
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Selling and marketing expense
|
$1,519,440
|
|
$138,219
|
|
10%
|
|
$1,381,221
|
|
$134,124
|
|
11%
|
|
$1,247,097
|
As a percentage of revenue
|
36%
|
|
|
|
|
|
42%
|
|
|
|
|
|
40%
|
•
|
The ANGI increase was due primarily to increases in advertising expense of $53.7 million, reflecting the impact from the inclusion of Angie's List, compensation expense of $12.9 million and facilities costs of $5.1 million. The increase in advertising expense was due primarily to increased investments in online marketing and television spend. Compensation expense increased due primarily to growth in the sales force, partially offset by a decrease in stock-based compensation expense of
$22.4 million
and the inclusion of
$7.4 million
in severance and retention costs in 2017 related to the Combination. The decrease in stock-based compensation expense reflects decreases of
$13.3 million
in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards (
$1.6 million
in 2018 compared to
$14.8 million
in 2017), and
$9.0 million
in expense related to previously issued Angie's List equity awards, including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination (
$0.6 million
in 2018 compared to
$9.6 million
in 2017). Compensation expense in 2018 also reflects a reduction in sales commissions expense of
$4.9 million
due to the adoption of ASU No. 2014-09. As a percentage of revenue, selling
|
•
|
The MTCH increase was due primarily to higher advertising expense of $45.6 million due primarily to increased marketing expense as a result of marketing initiatives at Tinder, Pairs, PlentyOfFish, OkCupid and Meetic, and the inclusion of Hinge, acquired in 2018, partially offset by lower offline marketing spend at Match and Match Affinity brands. As a percentage of revenue, selling and marketing expense decreased due primarily to the ongoing shift towards brands with lower marketing spend.
|
•
|
The Vimeo increase was due primarily to increased investment in marketing of $13.2 million, $8.8 million of expense from the inclusion of Livestream and an increase in compensation expense of $3.2 million, due, in part, to an increase in the sales force.
|
•
|
The Emerging & Other decrease was due primarily to the transfer of Daily Burn to the Applications segment, the sale of The Princeton Review and a decrease in online marketing of $9.0 million at Ask Media Group, partially offset by higher compensation expense of $6.8 million at Electus and the expense from the inclusion of BlueCrew. Selling and marketing expense was further impacted by an increase of $2.2 million in compensation expense at The Daily Beast due, in part, to an increase in the sales force.
|
•
|
The ANGI increase was due primarily to higher advertising expense 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 expense, 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 advertising expense was due primarily to increased investments in online marketing and 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 reflects $14.8 million of expense in 2017 due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards and $9.6 million of expense in 2017 related to previously issued Angie's List equity awards, including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination.
|
•
|
The MTCH increase was due primarily to higher advertising expense of $15.3 million and an increase in compensation expense of $9.1 million. The increase in advertising expense was due primarily to an increase in strategic investments in certain international markets at Tinder and increased marketing related to the launch of a new brand by Meetic in Europe, partially offset by a reduction in marketing spend at MTCH's affinity brands. The increase in compensation expense was primarily related to an increase in headcount at Tinder and the employer portion of payroll taxes paid in connection with the exercise of MTCH 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 Vimeo increase was due primarily to increases in marketing expense of $10.6 million and $2.3 million of compensation expense.
|
•
|
The Emerging & Other decrease was due primarily to the sales of ShoeBuy and The Princeton Review, decreases of $21.1 million and $4.5 million in online marketing and compensation expense, respectively, at Ask Media Group and a decrease of $3.5 million in offline marketing at Daily Burn, partially offset by increases in marketing expense at IAC Films of $6.5 million and compensation expense at Electus of $1.7 million. Online marketing and compensation expense at Ask Media Group decreased principally related to lower revenue resulting from changes in the Google contract and reductions in workforce that occurred in 2016, including $3.1 million in restructuring costs in 2016.
|
•
|
The Applications decrease was due primarily to lower online marketing expense of $10.0 million at Desktop, partially offset by higher online marketing expense of $6.5 million at Mosaic Group.
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
General and administrative expense
|
$774,079
|
|
$54,822
|
|
8%
|
|
$719,257
|
|
$188,811
|
|
36%
|
|
$530,446
|
As a percentage of revenue
|
18%
|
|
|
|
|
|
22%
|
|
|
|
|
|
17%
|
•
|
The Corporate increase was due primarily to higher compensation costs, including an increase in stock-based compensation expense related to a mark-to-market adjustment.
|
•
|
The ANGI increase was due primarily to an increase of $19.7 million in bad debt expense due, in part, to higher Marketplace Revenue, increases of $8.8 million in software license and maintenance costs and $2.9 million in facilities costs, both reflecting the impact from the inclusion of Angie's List, $2.4 million in compensation expense and an increase in customer service expense of $3.4 million, partially offset by a reduction in transaction and integration-related costs principally related to the Combination of $21.9 million. The increase in compensation expense was due primarily to an increase in headcount following the Combination and existing business growth as well as
$3.8 million
of expense from the inclusion of Handy, almost entirely offset by a decrease of $25.6 million in stock-based compensation expense and a decrease of
$9.2 million
in severance and retention costs related to the Combination (
$2.7 million
in 2018 compared to
$11.8 million
in 2017). The decrease in stock-based compensation expense reflects decreases of
$12.9 million
in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards (
$52.9 million
in 2018 compared to
$65.7 million
in 2017) and
$9.6 million
in expense related to previously issued Angie's List equity awards, including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination (
$8.1 million
in 2018 compared to
$17.7 million
in 2017), and the inclusion in 2017 of a modification charge related to a HomeAdvisor equity award, partially offset by acceleration of expense related to certain equity awards in the fourth quarter of 2018 in connection with the chief executive officer transition and the issuance of new equity awards since 2017.
|
•
|
The Vimeo increase was due primarily to $4.9 million of expense from the inclusion of Livestream and an increase in legal costs in 2018.
|
•
|
The Emerging & Other decrease was due primarily to the sale of The Princeton Review, the transfer of Daily Burn to the Applications segment, a favorable legal settlement of $4.8 million in 2018, partially offset by $3.2 million of expense from the inclusion of BlueCrew.
|
•
|
The ANGI increase was due primarily to higher compensation expense 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 expense 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 reflects
$65.7 million
of expense in 2017 due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards, and $17.7 million of expense in 2017 related to previously issued Angie's List equity awards, including the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination as well as a modification charge
|
•
|
The MTCH increase was due primarily to an increase of $20.6 million in compensation expense, a change of $14.5 million in acquisition-related contingent consideration fair value adjustments (expense of $5.3 million in 2017 compared to income of $9.2 million in 2016) and an increase of $6.8 million in professional fees. The increase in compensation expense 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 MTCH options and an increase in headcount from business growth. The increase in professional fees was due primarily to the settlement of the Tinder equity plan.
|
•
|
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 Emerging & Other decrease was due primarily to the sales of The Princeton Review, ShoeBuy and ASKfm, and the effect of the reductions in workforce in 2016, including $2.3 million in restructuring costs included in 2016 at Ask Media Group.
|
•
|
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.
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Product development expense
|
$309,329
|
|
$58,450
|
|
23%
|
|
$250,879
|
|
$38,114
|
|
18%
|
|
$212,765
|
As a percentage of revenue
|
7%
|
|
|
|
|
|
8%
|
|
|
|
|
|
7%
|
•
|
The MTCH increase was due primarily to an increase of $28.8 million in compensation expense, due primarily to higher headcount at Tinder.
|
•
|
The ANGI increase was due primarily to increases of $4.9 million in compensation expense and $4.5 million in software license and maintenance costs, reflecting the impact from the inclusion of Angie's List. The increase in compensation expense was due primarily to increased headcount, partially offset by a decrease of
$6.1 million
in stock-based compensation expense resulting from a lower modification charge related to the Combination.
|
•
|
The Vimeo increase was due primarily to $8.7 million of expense from the inclusion of Livestream.
|
•
|
The Dotdash increase was due primarily to an increase of $5.7 million in compensation expense, due primarily to higher headcount.
|
•
|
The ANGI increase was due primarily to an increase of $23.0 million in compensation expense, 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 expense was due to an increase of $14.5 million in stock-based compensation expense principally due to the modification charge related to the Combination and increased headcount.
|
•
|
The MTCH increase was due primarily to an increase of $20.7 million in compensation expense 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 MTCH options, and an increase of $6.3 million in stock-based compensation expense due primarily to new grants issued since 2016.
|
•
|
The Vimeo increase was due primarily to $2.2 million of expense from the inclusion of Livestream.
|
•
|
The Emerging & Other decrease was due primarily to the sales of The Princeton Review and ASKfm and a decrease of $4.3 million in compensation expense due, in part, to reductions in workforce in 2016, including $1.2 million in restructuring costs in 2016 at Ask Media Group.
|
•
|
The Applications decrease was due primarily to a decrease of $3.6 million in compensation expense due, in part, to a decrease in headcount related to reductions in workforce in 2016.
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Depreciation
|
$75,360
|
|
$1,095
|
|
1%
|
|
$74,265
|
|
$2,589
|
|
4%
|
|
$71,676
|
As a percentage of revenue
|
2%
|
|
|
|
|
|
2%
|
|
|
|
|
|
2%
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Match Group
|
$
|
553,294
|
|
|
$
|
192,777
|
|
|
53
|
%
|
|
$
|
360,517
|
|
|
$
|
44,968
|
|
|
14
|
%
|
|
$
|
315,549
|
|
ANGI Homeservices
|
63,906
|
|
|
213,082
|
|
|
NM
|
|
|
(149,176
|
)
|
|
(174,539
|
)
|
|
NM
|
|
|
25,363
|
|
|||||
Vimeo
|
(35,594
|
)
|
|
(8,266
|
)
|
|
(30
|
)%
|
|
(27,328
|
)
|
|
(1,978
|
)
|
|
(8
|
)%
|
|
(25,350
|
)
|
|||||
Dotdash
|
18,778
|
|
|
34,472
|
|
|
NM
|
|
|
(15,694
|
)
|
|
233,011
|
|
|
94
|
%
|
|
(248,705
|
)
|
|||||
Applications
|
94,834
|
|
|
(35,342
|
)
|
|
(27
|
)%
|
|
130,176
|
|
|
20,513
|
|
|
19
|
%
|
|
109,663
|
|
|||||
Emerging & Other
|
29,964
|
|
|
12,552
|
|
|
72
|
%
|
|
17,412
|
|
|
117,108
|
|
|
NM
|
|
|
(99,696
|
)
|
|||||
Corporate
|
(160,043
|
)
|
|
(32,602
|
)
|
|
(26
|
)%
|
|
(127,441
|
)
|
|
(17,992
|
)
|
|
(16
|
)%
|
|
(109,449
|
)
|
|||||
Total
|
$
|
565,139
|
|
|
$
|
376,673
|
|
|
200
|
%
|
|
$
|
188,466
|
|
|
$
|
221,091
|
|
|
NM
|
|
|
$
|
(32,625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
13%
|
|
|
|
|
|
6%
|
|
|
|
|
|
(1)%
|
|
Years Ended December 31,
|
||||||||||||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||||
Match Group
|
$
|
653,931
|
|
|
$
|
184,990
|
|
|
39
|
%
|
|
$
|
468,941
|
|
|
$
|
65,561
|
|
|
16
|
%
|
|
$
|
403,380
|
|
ANGI Homeservices
|
247,506
|
|
|
209,648
|
|
|
554
|
%
|
|
37,858
|
|
|
(7,993
|
)
|
|
(17
|
)%
|
|
45,851
|
|
|||||
Vimeo
|
(28,045
|
)
|
|
(4,438
|
)
|
|
(19
|
)%
|
|
(23,607
|
)
|
|
(3,326
|
)
|
|
(16
|
)%
|
|
(20,281
|
)
|
|||||
Dotdash
|
21,384
|
|
|
24,147
|
|
|
NM
|
|
|
(2,763
|
)
|
|
14,083
|
|
|
84
|
%
|
|
(16,846
|
)
|
|||||
Applications
|
131,837
|
|
|
(4,920
|
)
|
|
(4
|
)%
|
|
136,757
|
|
|
4,481
|
|
|
3
|
%
|
|
132,276
|
|
|||||
Emerging & Other
|
36,178
|
|
|
10,316
|
|
|
40
|
%
|
|
25,862
|
|
|
15,751
|
|
|
156
|
%
|
|
10,111
|
|
|||||
Corporate
|
(74,017
|
)
|
|
(6,262
|
)
|
|
(9
|
)%
|
|
(67,755
|
)
|
|
(14,483
|
)
|
|
(27
|
)%
|
|
(53,272
|
)
|
|||||
Total
|
$
|
988,774
|
|
|
$
|
413,481
|
|
|
72
|
%
|
|
$
|
575,293
|
|
|
$
|
74,074
|
|
|
15
|
%
|
|
$
|
501,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As a percentage of revenue
|
23%
|
|
|
|
|
|
17%
|
|
|
|
|
|
16%
|
|
Years Ended December 31,
|
||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
||
|
(Dollars in thousands)
|
||||||||||||||
Interest expense
|
$109,327
|
|
$4,032
|
|
4%
|
|
$
|
105,295
|
|
|
$(3,815)
|
|
(3)%
|
|
109,110
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Other income (expense), net
|
$305,746
|
|
$321,959
|
|
NM
|
|
$(16,213)
|
|
$(76,863)
|
|
NM
|
|
$60,650
|
|
Years Ended December 31,
|
||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
|
(Dollars in thousands)
|
||||||||||||
Income tax (provision) benefit
|
$(3,811)
|
|
NM
|
|
NM
|
|
$291,050
|
|
$226,116
|
|
348%
|
|
$64,934
|
Effective income tax rate
|
1%
|
|
|
|
|
|
NM
|
|
|
|
|
|
80%
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2018
|
|
$ Change
|
|
% Change
|
|
2017
|
|
$ Change
|
|
% Change
|
|
2016
|
||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Net earnings attributable to noncontrolling interests
|
$
|
130,786
|
|
|
$77,702
|
|
146%
|
|
$
|
53,084
|
|
|
$27,955
|
|
111%
|
|
$
|
25,129
|
|
|
Years Ended December 31,
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||
|
(In thousands)
|
|||||||||||
Net earnings (loss) attributable to IAC shareholders
|
$
|
626,961
|
|
|
$
|
304,924
|
|
|
$
|
(41,280
|
)
|
|
Add back:
|
|
|
|
|
|
|||||||
Net earnings attributable to noncontrolling interests
|
130,786
|
|
|
53,084
|
|
|
25,129
|
|
||||
Income tax provision (benefit)
|
3,811
|
|
|
(291,050
|
)
|
|
(64,934
|
)
|
||||
Other (income) expense, net
|
(305,746
|
)
|
|
16,213
|
|
|
(60,650
|
)
|
||||
Interest expense
|
109,327
|
|
|
105,295
|
|
|
109,110
|
|
||||
Operating income (loss)
|
565,139
|
|
|
188,466
|
|
|
(32,625
|
)
|
||||
Stock-based compensation expense
|
238,420
|
|
|
264,618
|
|
|
104,820
|
|
||||
Depreciation
|
75,360
|
|
|
74,265
|
|
|
71,676
|
|
||||
Amortization of intangibles
|
108,399
|
|
|
42,143
|
|
|
79,426
|
|
||||
Acquisition-related contingent consideration fair value adjustments
|
1,456
|
|
|
5,801
|
|
|
2,555
|
|
||||
Goodwill impairment
|
—
|
|
|
—
|
|
—
|
|
275,367
|
|
|||
Adjusted EBITDA
|
$
|
988,774
|
|
|
$
|
575,293
|
|
|
$
|
501,219
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(In thousands)
|
||||||
Cash and cash equivalents:
|
|
|
|
|
||||
United States
|
|
$
|
1,971,282
|
|
|
$
|
1,178,616
|
|
All other countries
(a)
|
|
160,350
|
|
|
452,193
|
|
||
Total cash and cash equivalents
|
|
2,131,632
|
|
|
1,630,809
|
|
||
Marketable securities (United States)
|
|
123,665
|
|
|
4,995
|
|
||
Total cash and cash equivalents and marketable securities
(b)(c)
|
|
$
|
2,255,297
|
|
|
$
|
1,635,804
|
|
|
|
|
|
|
||||
MTCH Debt:
|
|
|
|
|
||||
MTCH Term Loan
|
|
$
|
425,000
|
|
|
$
|
425,000
|
|
MTCH Credit Facility
|
|
260,000
|
|
|
—
|
|
||
6.375% MTCH Senior Notes
|
|
400,000
|
|
|
400,000
|
|
||
5.00% MTCH Senior Notes
|
|
450,000
|
|
|
450,000
|
|
||
Total MTCH long-term debt
|
|
1,535,000
|
|
|
1,275,000
|
|
||
Less: unamortized original issue discount
|
|
7,352
|
|
|
8,668
|
|
||
Less: unamortized debt issuance costs
|
|
11,737
|
|
|
13,636
|
|
||
Total MTCH debt, net
|
|
1,515,911
|
|
|
1,252,696
|
|
||
|
|
|
|
|
||||
ANGI Debt:
|
|
|
|
|
||||
ANGI Term Loan
|
|
261,250
|
|
|
275,000
|
|
||
Less: current portion of ANGI Term Loan
|
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
|
2,529
|
|
|
2,938
|
|
||
Total ANGI debt, net
|
|
244,971
|
|
|
258,312
|
|
||
|
|
|
|
|
||||
IAC Debt:
|
|
|
|
|
||||
Exchangeable Notes
|
|
517,500
|
|
|
517,500
|
|
||
4.75% Senior Notes
|
|
34,489
|
|
|
34,859
|
|
||
Total IAC long-term debt
|
|
551,989
|
|
|
552,359
|
|
||
Less: unamortized original issue discount
|
|
54,025
|
|
|
67,158
|
|
||
Less: unamortized debt issuance costs
|
|
13,298
|
|
|
16,740
|
|
||
Total IAC debt, net
|
|
484,666
|
|
|
468,461
|
|
||
|
|
|
|
|
||||
Total long-term debt, net
|
|
$
|
2,245,548
|
|
|
$
|
1,979,469
|
|
(a)
|
At
December 31, 2018
, all of the Company’s international cash can be repatriated without significant tax consequences. During the year ended
December 31, 2018
, international cash totaling
$396.2 million
was repatriated to the U.S.
|
(b)
|
Cash and cash equivalents at
December 31, 2018
and
December 31, 2017
includes MTCH's domestic and international cash and cash equivalents of
$83.9 million
and
$103.1 million
; and
$203.5 million
and
$69.2 million
, respectively. MTCH 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, the Company cannot freely access the cash of MTCH and its subsidiaries.
|
(c)
|
Cash and cash equivalents at
December 31, 2018
and
December 31, 2017
includes ANGI's domestic and international cash and cash equivalents of
$328.8 million
and
$8.2 million
; and
$214.8 million
and
$6.7 million
, respectively. Marketable securities at
December 31, 2018
include
$24.9 million
at ANGI. ANGI held no marketable securities at
December 31, 2017
. ANGI 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, the Company cannot freely access the cash of ANGI and its subsidiaries.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
988,128
|
|
|
$
|
416,699
|
|
|
$
|
344,238
|
|
Investing activities
|
(173,440
|
)
|
|
42,049
|
|
|
12,862
|
|
|||
Financing activities
|
(312,798
|
)
|
|
(196,869
|
)
|
|
(492,140
|
)
|
|
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) (c)
|
$
|
109,608
|
|
|
$
|
224,974
|
|
|
$
|
1,622,736
|
|
|
$
|
952,750
|
|
|
$
|
2,910,068
|
|
Operating leases
(d)
|
38,770
|
|
|
87,438
|
|
|
64,633
|
|
|
255,563
|
|
|
446,404
|
|
|||||
Purchase obligations
(e)
|
40,428
|
|
|
23,897
|
|
|
—
|
|
|
—
|
|
|
64,325
|
|
|||||
Total contractual obligations
|
$
|
188,806
|
|
|
$
|
336,309
|
|
|
$
|
1,687,369
|
|
|
$
|
1,208,313
|
|
|
$
|
3,420,797
|
|
(a)
|
The Company has excluded
$49.1 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, 2018
consists of
$1.4 billion
bearing interest at fixed rates and
$0.9 billion
bearing interest at variable rates. The variable rate instruments consist of a
$425.0 million
MTCH Term Loan, a
$261.3 million
ANGI Term Loan and
$260.0 million
of outstanding borrowings under the MTCH Credit Facility. The MTCH Term Loan bears interest at LIBOR plus 2.50%, or
5.09%
, at
December 31, 2018
. The ANGI Term Loan bears interest at LIBOR plus
1.50%
, or approximately
4.00%
at
December 31, 2018
. The outstanding borrowings under the MTCH Credit Facility bear interest at LIBOR plus
1.50%
, or approximately
4.00%
at
December 31, 2018
. The amount of interest ultimately paid on the MTCH and ANGI term loans, and the MTCH Credit Facility may differ based on changes in interest rates. For additional information on long-term debt arrangements, see "
Note 7—Long-term Debt
" to the consolidated financial statements included in "
Item 8—Consolidated Financial Statements and Supplementary Data
."
|
(c)
|
Subsequent to
December 31, 2018
, the outstanding borrowings under the MTCH Credit Facility were repaid in full with a portion of the net proceeds from the
5.625%
MTCH Senior Notes issued on February 15, 2019. The principal and interest related to the
5.625%
MTCH Senior Notes are not included in the table above.
|
(d)
|
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 certain lease agreements. These operating expenses are not included in the table above. For additional information on operating leases, see "
Note 13—Commitments and Contingencies
" to the consolidated financial statements included in "
Item 8—Consolidated Financial Statements and Supplementary Data
."
|
(e)
|
The purchase obligations principally include web hosting commitments.
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
Other Commercial Commitments
(f)
|
Less Than
1 Year
|
|
1–3
Years
|
|
3–5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Letters of credit and surety bonds
|
$
|
449
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,272
|
|
|
$
|
2,721
|
|
(f)
|
Commercial commitments are funding commitments that could potentially require the Company to perform in the event of demands by third parties or contingent events.
|
•
|
MTCH's October 1, 2018 market capitalization of
$15.7 billion
exceeded its carrying value by approximately
$15.1
billion and MTCH's strong operating performance.
|
•
|
ANGI's October 1, 2018 market capitalization of
$10.7 billion
exceeded its carrying value by approximately
$9.6
billion and ANGI's strong operating performance.
|
•
|
The Company performed valuations of the Vimeo, College Humor Media and BlueCrew reporting units during 2018. These valuations were prepared primarily in connection with the issuance and/or settlement of equity awards that are denominated in the equity of these businesses. The valuations were prepared time proximate to, however, not as of, October 1, 2018. The fair value of each of these businesses was in excess of its October 1, 2018 carrying value.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands, except par value amounts)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,131,632
|
|
|
$
|
1,630,809
|
|
Marketable securities
|
123,665
|
|
|
4,995
|
|
||
Accounts receivable, net of allowance and reserves of $18,860 and $11,489, respectively
|
279,189
|
|
|
304,027
|
|
||
Other current assets
|
228,253
|
|
|
185,374
|
|
||
Total current assets
|
2,762,739
|
|
|
2,125,205
|
|
||
|
|
|
|
|
|
||
Property and equipment, net of accumulated depreciation and amortization
|
318,800
|
|
|
315,170
|
|
||
Goodwill
|
2,726,859
|
|
|
2,559,066
|
|
||
Intangible assets, net of accumulated amortization
|
631,422
|
|
|
663,737
|
|
||
Long-term investments
|
235,055
|
|
|
64,977
|
|
||
Deferred income taxes
|
64,786
|
|
|
66,321
|
|
||
Other non-current assets
|
134,924
|
|
|
73,334
|
|
||
TOTAL ASSETS
|
$
|
6,874,585
|
|
|
$
|
5,867,810
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
LIABILITIES:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
13,750
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
74,907
|
|
|
76,571
|
|
||
Deferred revenue
|
360,015
|
|
|
342,483
|
|
||
Accrued expenses and other current liabilities
|
434,886
|
|
|
366,924
|
|
||
Total current liabilities
|
883,558
|
|
|
799,728
|
|
||
|
|
|
|
|
|
||
Long-term debt, net
|
2,245,548
|
|
|
1,979,469
|
|
||
Income taxes payable
|
37,584
|
|
|
25,624
|
|
||
Deferred income taxes
|
23,600
|
|
|
35,070
|
|
||
Other long-term liabilities
|
66,807
|
|
|
38,229
|
|
||
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
65,687
|
|
|
42,867
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
||||
Common stock $.001 par value; authorized 1,600,000 shares; issued 262,303 and 260,624 shares, respectively, and outstanding 77,963 and 76,829 shares, respectively
|
262
|
|
|
261
|
|
||
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
|
12,022,387
|
|
|
12,165,002
|
|
||
Retained earnings
|
1,258,794
|
|
|
595,038
|
|
||
Accumulated other comprehensive loss
|
(128,722
|
)
|
|
(103,568
|
)
|
||
Treasury stock 194,708 and 194,163 shares, respectively
|
(10,309,612
|
)
|
|
(10,226,721
|
)
|
||
Total IAC shareholders' equity
|
2,843,125
|
|
|
2,430,028
|
|
||
Noncontrolling interests
|
708,676
|
|
|
516,795
|
|
||
Total shareholders' equity
|
3,551,801
|
|
|
2,946,823
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
6,874,585
|
|
|
$
|
5,867,810
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Revenue
|
$
|
4,262,892
|
|
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
Operating costs and expenses:
|
|
|
|
|
|
||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
911,146
|
|
|
651,008
|
|
|
755,730
|
|
|||
Selling and marketing expense
|
1,519,440
|
|
|
1,381,221
|
|
|
1,247,097
|
|
|||
General and administrative expense
|
774,079
|
|
|
719,257
|
|
|
530,446
|
|
|||
Product development expense
|
309,329
|
|
|
250,879
|
|
|
212,765
|
|
|||
Depreciation
|
75,360
|
|
|
74,265
|
|
|
71,676
|
|
|||
Amortization of intangibles
|
108,399
|
|
|
42,143
|
|
|
79,426
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
275,367
|
|
|||
Total operating costs and expenses
|
3,697,753
|
|
|
3,118,773
|
|
|
3,172,507
|
|
|||
Operating income (loss)
|
565,139
|
|
|
188,466
|
|
|
(32,625
|
)
|
|||
Interest expense
|
(109,327
|
)
|
|
(105,295
|
)
|
|
(109,110
|
)
|
|||
Other income (expense), net
|
305,746
|
|
|
(16,213
|
)
|
|
60,650
|
|
|||
Earnings (loss) before income taxes
|
761,558
|
|
|
66,958
|
|
|
(81,085
|
)
|
|||
Income tax (provision) benefit
|
(3,811
|
)
|
|
291,050
|
|
|
64,934
|
|
|||
Net earnings (loss)
|
757,747
|
|
|
358,008
|
|
|
(16,151
|
)
|
|||
Net earnings attributable to noncontrolling interests
|
(130,786
|
)
|
|
(53,084
|
)
|
|
(25,129
|
)
|
|||
Net earnings (loss) attributable to IAC shareholders
|
$
|
626,961
|
|
|
$
|
304,924
|
|
|
$
|
(41,280
|
)
|
|
|
|
|
|
|
||||||
Per share information attributable to IAC shareholders:
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
$
|
7.52
|
|
|
$
|
3.81
|
|
|
$
|
(0.52
|
)
|
Diluted earnings (loss) per share
|
$
|
6.59
|
|
|
$
|
3.18
|
|
|
$
|
(0.52
|
)
|
|
|
|
|
|
|
||||||
Stock-based compensation expense by function:
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
2,482
|
|
|
$
|
1,881
|
|
|
$
|
2,305
|
|
Selling and marketing expense
|
7,943
|
|
|
31,318
|
|
|
6,000
|
|
|||
General and administrative expense
|
188,510
|
|
|
192,957
|
|
|
77,151
|
|
|||
Product development expense
|
39,485
|
|
|
38,462
|
|
|
19,364
|
|
|||
Total stock-based compensation expense
|
$
|
238,420
|
|
|
$
|
264,618
|
|
|
$
|
104,820
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net earnings (loss)
|
$
|
757,747
|
|
|
$
|
358,008
|
|
|
$
|
(16,151
|
)
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Change in foreign currency translation adjustment
|
(31,411
|
)
|
|
80,269
|
|
|
(43,126
|
)
|
|||
Change in unrealized gains and losses on available-for-sale securities (net of tax benefit of $3,846 and $884 in 2017 and 2016, respectively)
|
5
|
|
|
(4,026
|
)
|
|
1,484
|
|
|||
Total other comprehensive (loss) income
|
(31,406
|
)
|
|
76,243
|
|
|
(41,642
|
)
|
|||
Comprehensive income (loss), net of tax
|
726,341
|
|
|
434,251
|
|
|
(57,793
|
)
|
|||
Components of comprehensive (income) loss attributable to noncontrolling interests:
|
|
|
|
|
|
||||||
Net earnings attributable to noncontrolling interests
|
(130,786
|
)
|
|
(53,084
|
)
|
|
(25,129
|
)
|
|||
Change in foreign currency translation adjustment attributable to noncontrolling interests
|
6,129
|
|
|
(13,797
|
)
|
|
6,033
|
|
|||
Change in unrealized gain and losses of available-for-sale securities attributable to noncontrolling interests
|
(1
|
)
|
|
—
|
|
|
458
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(124,658
|
)
|
|
(66,881
|
)
|
|
(18,638
|
)
|
|||
Comprehensive income (loss) attributable to IAC shareholders
|
$
|
601,683
|
|
|
$
|
367,370
|
|
|
$
|
(76,431
|
)
|
|
|
|
|
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, 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
|
|
|
—
|
|
||||||||||
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
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
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)
|
||||||||||||||||||||||||||||||||||||||||||
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 debt issuance, 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
|
|
Cumulative effect of adoption of ASU No. 2014-09
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,795
|
|
|
—
|
|
|
—
|
|
|
36,795
|
|
|
3,410
|
|
|
40,205
|
|
||||||||||
Net earnings
|
33,897
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
626,961
|
|
|
—
|
|
|
—
|
|
|
626,961
|
|
|
96,889
|
|
|
723,850
|
|
||||||||||
Other comprehensive loss, net of tax
|
(702
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,278
|
)
|
|
—
|
|
|
(25,278
|
)
|
|
(5,426
|
)
|
|
(30,704
|
)
|
||||||||||
Stock-based compensation expense
|
1,138
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,311
|
|
|
161,971
|
|
|
237,282
|
|
||||||||||
Issuance of common stock pursuant to stock-based awards, net of withholding taxes
|
—
|
|
|
|
1
|
|
|
1,679
|
|
|
—
|
|
|
—
|
|
|
21,785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,786
|
|
|
—
|
|
|
21,786
|
|
||||||||||
Purchase of treasury stock
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,891
|
)
|
|
(82,891
|
)
|
|
—
|
|
|
(82,891
|
)
|
||||||||||
Purchase of noncontrolling interests
|
(8,350
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,364
|
)
|
|
(9,364
|
)
|
||||||||||
Adjustment of redeemable noncontrolling interests to fair value
|
4,098
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,098
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,098
|
)
|
|
—
|
|
|
(4,098
|
)
|
||||||||||
Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests in Match Group
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(342,592
|
)
|
|
—
|
|
|
135
|
|
|
—
|
|
|
(342,457
|
)
|
|
1,057
|
|
|
(341,400
|
)
|
||||||||||
Issuance of ANGI Homeservices common stock pursuant to an acquisition, stock-based awards, net of withholding taxes, and impact to noncontrolling interests in ANGI Homeservices
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,215
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
106,204
|
|
|
34,502
|
|
|
140,706
|
|
||||||||||
Dividends paid to Match Group noncontrolling interests
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,126
|
)
|
|
(105,126
|
)
|
||||||||||
Noncontrolling interests created in acquisitions
|
2,261
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,307
|
|
|
14,307
|
|
||||||||||
Other
|
(9,522
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
764
|
|
|
(339
|
)
|
|
425
|
|
||||||||||
Balance at December 31, 2018
|
$
|
65,687
|
|
|
|
$
|
262
|
|
|
262,303
|
|
|
$
|
16
|
|
|
16,157
|
|
|
$
|
12,022,387
|
|
|
$
|
1,258,794
|
|
|
$
|
(128,722
|
)
|
|
$
|
(10,309,612
|
)
|
|
$
|
2,843,125
|
|
|
$
|
708,676
|
|
|
$
|
3,551,801
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings (loss)
|
$
|
757,747
|
|
|
$
|
358,008
|
|
|
$
|
(16,151
|
)
|
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
238,420
|
|
|
264,618
|
|
|
104,820
|
|
|||
Amortization of intangibles
|
108,399
|
|
|
42,143
|
|
|
79,426
|
|
|||
Depreciation
|
75,360
|
|
|
74,265
|
|
|
71,676
|
|
|||
Bad debt expense
|
48,445
|
|
|
28,930
|
|
|
17,733
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
275,367
|
|
|||
Deferred income taxes
|
(34,679
|
)
|
|
(285,278
|
)
|
|
(119,181
|
)
|
|||
Unrealized gains on equity securities, net
|
(124,170
|
)
|
|
—
|
|
|
—
|
|
|||
Gains from the sale of businesses and investments, net
|
(147,829
|
)
|
|
(32,673
|
)
|
|
(50,965
|
)
|
|||
Other adjustments, net
|
15,763
|
|
|
61,647
|
|
|
596
|
|
|||
Changes in assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(34,828
|
)
|
|
(115,169
|
)
|
|
1,283
|
|
|||
Other assets
|
(44,557
|
)
|
|
5,688
|
|
|
(12,808
|
)
|
|||
Accounts payable and other liabilities
|
53,555
|
|
|
(25,289
|
)
|
|
(52,359
|
)
|
|||
Income taxes payable and receivable
|
27,034
|
|
|
655
|
|
|
8,998
|
|
|||
Deferred revenue
|
49,468
|
|
|
39,154
|
|
|
35,803
|
|
|||
Net cash provided by operating activities
|
988,128
|
|
|
416,699
|
|
|
344,238
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(64,496
|
)
|
|
(146,553
|
)
|
|
(18,403
|
)
|
|||
Capital expenditures
|
(85,634
|
)
|
|
(75,523
|
)
|
|
(78,039
|
)
|
|||
Proceeds from maturities and sales of marketable debt securities
|
333,600
|
|
|
114,350
|
|
|
252,369
|
|
|||
Purchases of marketable debt securities
|
(449,676
|
)
|
|
(29,891
|
)
|
|
(313,943
|
)
|
|||
Investments in time deposits
|
—
|
|
|
—
|
|
|
(87,500
|
)
|
|||
Proceeds from maturities of time deposits
|
—
|
|
|
—
|
|
|
87,500
|
|
|||
Net proceeds from the sale of businesses and investments
|
136,719
|
|
|
185,778
|
|
|
172,228
|
|
|||
Purchases of investments
|
(52,980
|
)
|
|
(9,106
|
)
|
|
(12,565
|
)
|
|||
Other, net
|
9,027
|
|
|
2,994
|
|
|
11,215
|
|
|||
Net cash (used in) provided by investing activities
|
(173,440
|
)
|
|
42,049
|
|
|
12,862
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of IAC debt
|
—
|
|
|
517,500
|
|
|
—
|
|
|||
Repurchases of IAC debt
|
(363
|
)
|
|
(393,464
|
)
|
|
(126,409
|
)
|
|||
Proceeds from issuance of Match Group debt
|
260,000
|
|
|
525,000
|
|
|
400,000
|
|
|||
Principal payments on Match Group debt
|
—
|
|
|
(445,172
|
)
|
|
(450,000
|
)
|
|||
Borrowing under ANGI Homeservices Term Loan
|
—
|
|
|
275,000
|
|
|
—
|
|
|||
Principal payments on ANGI Homeservices Term Loan
|
(13,750
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of exchangeable note hedge
|
—
|
|
|
(74,365
|
)
|
|
—
|
|
|||
Proceeds from issuance of warrants
|
—
|
|
|
23,650
|
|
|
—
|
|
|||
Debt issuance costs
|
(5,449
|
)
|
|
(33,744
|
)
|
|
(7,811
|
)
|
|||
Purchase of IAC treasury stock
|
(82,891
|
)
|
|
(56,424
|
)
|
|
(308,948
|
)
|
|||
Purchase of Match Group treasury stock
|
(133,455
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the exercise of IAC stock options
|
41,700
|
|
|
82,397
|
|
|
25,821
|
|
|||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
4,705
|
|
|
61,095
|
|
|
39,378
|
|
|||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(18,982
|
)
|
|
(93,832
|
)
|
|
(26,716
|
)
|
|||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
(237,564
|
)
|
|
(264,323
|
)
|
|
(29,830
|
)
|
|||
Purchase of Match Group stock-based awards
|
—
|
|
|
(272,459
|
)
|
|
—
|
|
|||
Dividends paid to Match Group noncontrolling interests
|
(105,126
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of noncontrolling interests
|
(16,063
|
)
|
|
(15,439
|
)
|
|
(2,740
|
)
|
|||
Acquisition-related contingent consideration payments
|
(185
|
)
|
|
(27,289
|
)
|
|
(2,180
|
)
|
|||
Other, net
|
(5,375
|
)
|
|
(5,000
|
)
|
|
(2,705
|
)
|
|||
Net cash used in financing activities
|
(312,798
|
)
|
|
(196,869
|
)
|
|
(492,140
|
)
|
|||
Total cash provided (used)
|
501,890
|
|
|
261,879
|
|
|
(135,040
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(1,887
|
)
|
|
11,604
|
|
|
(6,434
|
)
|
|||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
500,003
|
|
|
273,483
|
|
|
(141,474
|
)
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
1,633,682
|
|
|
1,360,199
|
|
|
1,501,673
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
2,133,685
|
|
|
$
|
1,633,682
|
|
|
$
|
1,360,199
|
|
•
|
the Match Group, ANGI Homeservices and Applications segments remain unchanged;
|
•
|
Vimeo is now reported as its own segment (it was previously included in the Video segment, which has been eliminated);
|
•
|
Dotdash is now reported as its own segment (it was previously included in the Publishing segment, which has been eliminated); and
|
•
|
the Company's Other segment has been renamed, Emerging & Other, and the businesses previously included in the Video segment (other than Vimeo) and the Publishing segment (other than Dotdash) are now included in the Emerging & Other segment.
|
•
|
Ask Media Group, a collection of websites providing general search services and information;
|
•
|
BlueCrew, an on-demand staffing platform that connects temporary workers with traditional blue-collar jobs in areas like warehouse, delivery and moving, data entry and customer service;
|
•
|
The Daily Beast, a website dedicated to news, commentary, culture and entertainment that publishes original reporting and opinion from its roster of full-time journalists and contributors;
|
•
|
College Humor Media, a provider of digital content, including its recently launched subscription only property, Dropout.tv; and
|
•
|
IAC Films, a provider of production and producer services for feature films, primarily for initial sale and distribution through theatrical releases and video-on-demand services in the United States and internationally.
|
•
|
For periods prior to their sales:
|
◦
|
CityGrid, an advertising network that integrated local content and advertising for distribution to affiliated and third-party publishers across web and mobile platforms, sold December 31, 2018.
|
◦
|
Dictionary.com, an online and mobile dictionary and thesaurus service, sold November 13, 2018.
|
◦
|
Electus, including Notional, a provider of production and producer services for both unscripted and scripted television and digital content, primarily for initial sale and distribution in the United States, sold October 29, 2018.
|
◦
|
The Princeton Review, a provider of educational test preparation, academic tutoring and college counseling services, sold on March 31, 2017.
|
◦
|
ShoeBuy, an Internet retailer of footwear and related apparel and accessories, sold December 30, 2016.
|
◦
|
ASKfm, a questions and answers social network, sold June 30, 2016.
|
◦
|
PriceRunner, a shopping comparison website, sold March 18, 2016.
|
•
|
MTCH's October 1, 2018 market capitalization of
$15.7 billion
exceeded its carrying value by approximately
$15.1 billion
and MTCH's strong operating performance.
|
•
|
ANGI's October 1, 2018 market capitalization of
$10.7 billion
exceeded its carrying value by approximately
$9.6 billion
and ANGI's strong operating performance.
|
•
|
The Company performed valuations of the Vimeo, College Humor Media and BlueCrew reporting units during 2018. 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, 2018. The fair value of each of these businesses was in excess of its October 1, 2018 carrying value.
|
•
|
Level 1: Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.
|
•
|
Level 2: Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market 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 6—Financial Instruments
" for a discussion of fair value measurements made using Level 3 inputs.
|
•
|
Within ANGI, the effect of the adoption of ASU No. 2014-09 is that commissions paid to employees pursuant to certain sales incentive programs, which represent the incremental direct costs of obtaining a service professional contract, are now capitalized and amortized over the estimated life of a service professional (also referred to as the estimated customer relationship period). These costs were expensed as incurred prior to January 1, 2018. The cumulative effect of the adoption of ASU No. 2014-09 was the establishment of a current and non-current asset for capitalized sales commissions of
$29.7 million
and
$4.2 million
, respectively, and a related deferred tax liability of
$8.0 million
, resulting in a net increase to retained earnings of
$25.9 million
on January 1, 2018.
|
•
|
Within Applications, the primary effect of the adoption of ASU No. 2014-09 is to accelerate the recognition of the portion of the revenue of certain desktop applications sold by SlimWare that qualifies as functional intellectual property ("functional IP") under ASU No. 2014-09. This revenue was previously deferred and recognized over the applicable subscription term. The cumulative effect of the adoption of ASU No. 2014-09 for SlimWare was a reduction in deferred revenue of
$20.3 million
and the establishment of a deferred tax liability of
$4.9 million
, resulting in a net increase to retained earnings of
$15.5 million
on January 1, 2018.
|
|
Under ASC 606
(as reported) |
|
Under ASC 605
|
|
Effect of adoption of ASU No. 2014-09
|
||||||
|
(In thousands)
|
||||||||||
Revenue by segment:
|
|
|
|
|
|
||||||
Match Group
|
$
|
1,729,850
|
|
|
$
|
1,729,850
|
|
|
$
|
—
|
|
ANGI Homeservices
|
1,132,241
|
|
|
1,132,241
|
|
|
—
|
|
|||
Vimeo
|
159,641
|
|
|
160,931
|
|
|
(1,290
|
)
|
|||
Dotdash
|
130,991
|
|
|
130,991
|
|
|
—
|
|
|||
Applications
|
582,287
|
|
|
581,492
|
|
|
795
|
|
|||
Emerging & Other
|
528,250
|
|
|
528,250
|
|
|
—
|
|
|||
Inter-segment eliminations
|
(368
|
)
|
|
(368
|
)
|
|
—
|
|
|||
Total
|
$
|
4,262,892
|
|
|
$
|
4,263,387
|
|
|
$
|
(495
|
)
|
|
|
|
|
|
|
||||||
Operating costs and expenses by segment:
|
|||||||||||
Match Group
|
$
|
1,176,556
|
|
|
$
|
1,176,556
|
|
|
$
|
—
|
|
ANGI Homeservices
|
1,068,335
|
|
|
1,073,275
|
|
|
(4,940
|
)
|
|||
Vimeo
|
195,235
|
|
|
196,212
|
|
|
(977
|
)
|
|||
Dotdash
|
112,213
|
|
|
112,213
|
|
|
—
|
|
|||
Applications
|
487,453
|
|
|
484,644
|
|
|
2,809
|
|
|||
Emerging & Other
|
498,286
|
|
|
498,286
|
|
|
—
|
|
|||
Corporate
|
159,675
|
|
|
159,675
|
|
|
—
|
|
|||
Total
|
$
|
3,697,753
|
|
|
$
|
3,700,861
|
|
|
$
|
(3,108
|
)
|
|
|
|
|
|
|
||||||
Operating income (loss) by segment:
|
|||||||||||
Match Group
|
$
|
553,294
|
|
|
$
|
553,294
|
|
|
$
|
—
|
|
ANGI Homeservices
|
63,906
|
|
|
58,966
|
|
|
4,940
|
|
|||
Vimeo
|
(35,594
|
)
|
|
(35,281
|
)
|
|
(313
|
)
|
|||
Dotdash
|
18,778
|
|
|
18,778
|
|
|
—
|
|
|||
Applications
|
94,834
|
|
|
96,848
|
|
|
(2,014
|
)
|
|||
Emerging & Other
|
29,964
|
|
|
29,964
|
|
|
—
|
|
|||
Corporate
|
(160,043
|
)
|
|
(160,043
|
)
|
|
—
|
|
|||
Total
|
$
|
565,139
|
|
|
$
|
562,526
|
|
|
$
|
2,613
|
|
|
|
|
|
|
|
||||||
Net earnings
|
$
|
757,747
|
|
|
$
|
755,741
|
|
|
$
|
2,006
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
2,131,632
|
|
|
$
|
1,630,809
|
|
|
$
|
1,329,187
|
|
|
$
|
1,481,447
|
|
Restricted cash included in other current assets
|
1,633
|
|
|
2,873
|
|
|
20,464
|
|
|
126
|
|
||||
Restricted cash included in other assets
|
420
|
|
|
—
|
|
|
10,548
|
|
|
20,100
|
|
||||
Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows
|
$
|
2,133,685
|
|
|
$
|
1,633,682
|
|
|
$
|
1,360,199
|
|
|
$
|
1,501,673
|
|
•
|
the Company has selected a software solution to implement ASU No. 2016-02;
|
•
|
the Company has input lease summaries into the software solution;
|
•
|
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 internal controls related to the new standard.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
U.S.
|
$
|
630,417
|
|
|
$
|
(52,606
|
)
|
|
$
|
(248,433
|
)
|
Foreign
|
131,141
|
|
|
119,564
|
|
|
167,348
|
|
|||
Total
|
$
|
761,558
|
|
|
$
|
66,958
|
|
|
$
|
(81,085
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Current income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
(2,849
|
)
|
|
$
|
(31,844
|
)
|
|
$
|
23,343
|
|
State
|
2,569
|
|
|
1,964
|
|
|
3,662
|
|
|||
Foreign
|
38,770
|
|
|
24,108
|
|
|
27,242
|
|
|||
Current income tax provision (benefit)
|
38,490
|
|
|
(5,772
|
)
|
|
54,247
|
|
|||
|
|
|
|
|
|
||||||
Deferred income tax provision (benefit):
|
|
|
|
|
|
||||||
Federal
|
(21,792
|
)
|
|
(255,477
|
)
|
|
(100,798
|
)
|
|||
State
|
172
|
|
|
(28,364
|
)
|
|
(9,518
|
)
|
|||
Foreign
|
(13,059
|
)
|
|
(1,437
|
)
|
|
(8,865
|
)
|
|||
Deferred income tax benefit
|
(34,679
|
)
|
|
(285,278
|
)
|
|
(119,181
|
)
|
|||
Income tax provision (benefit)
|
$
|
3,811
|
|
|
$
|
(291,050
|
)
|
|
$
|
(64,934
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Income taxes receivable (payable):
|
|
|
|
||||
Other current assets
|
$
|
10,132
|
|
|
$
|
33,239
|
|
Other non-current assets
|
11,401
|
|
|
1,949
|
|
||
Accrued expenses and other current liabilities
|
(12,745
|
)
|
|
(11,798
|
)
|
||
Income taxes payable
|
(37,584
|
)
|
|
(25,624
|
)
|
||
Net income taxes payable
|
$
|
(28,796
|
)
|
|
$
|
(2,234
|
)
|
|
|
|
|
||||
Deferred tax assets (liabilities):
|
|
|
|
||||
Other non-current assets
|
$
|
64,786
|
|
|
$
|
66,321
|
|
Deferred income taxes
|
(23,600
|
)
|
|
(35,070
|
)
|
||
Net deferred tax assets
|
$
|
41,186
|
|
|
$
|
31,251
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
23,525
|
|
|
$
|
22,234
|
|
NOL carryforwards
|
291,639
|
|
|
292,812
|
|
||
Tax credit carryforwards
|
89,397
|
|
|
78,715
|
|
||
Stock-based compensation
|
82,698
|
|
|
77,976
|
|
||
Other
|
30,106
|
|
|
42,331
|
|
||
Total deferred tax assets
|
517,365
|
|
|
514,068
|
|
||
Less valuation allowance
|
(115,853
|
)
|
|
(132,598
|
)
|
||
Net deferred tax assets
|
401,512
|
|
|
381,470
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Investment in subsidiaries
|
(238,650
|
)
|
|
(247,167
|
)
|
||
Intangibles
|
(77,669
|
)
|
|
(87,811
|
)
|
||
Fair value investment
|
(22,927
|
)
|
|
—
|
|
||
Other
|
(21,080
|
)
|
|
(15,241
|
)
|
||
Total deferred tax liabilities
|
(360,326
|
)
|
|
(350,219
|
)
|
||
Net deferred tax assets
|
$
|
41,186
|
|
|
$
|
31,251
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Income tax provision (benefit) at the federal statutory rate of 21% (35% for 2017 and 2016)
|
$
|
159,927
|
|
|
$
|
23,435
|
|
|
$
|
(28,446
|
)
|
State income taxes, net of effect of federal tax benefit
|
14,887
|
|
|
86
|
|
|
(3,880
|
)
|
|||
Stock-based compensation
|
(129,654
|
)
|
|
(358,901
|
)
|
|
3,998
|
|
|||
Realization of certain deferred tax assets
|
(13,200
|
)
|
|
(3,133
|
)
|
|
—
|
|
|||
Transition tax
|
(9,190
|
)
|
|
62,667
|
|
|
—
|
|
|||
Deferred tax adjustment for enacted changes in tax laws and rates
|
(7,488
|
)
|
|
705
|
|
|
(4,594
|
)
|
|||
Research credit
|
(4,023
|
)
|
|
(5,304
|
)
|
|
(2,231
|
)
|
|||
Foreign income taxed at a different statutory tax rate
|
(3,206
|
)
|
|
(14,725
|
)
|
|
(27,115
|
)
|
|||
Non-taxable sale and non-deductible goodwill associated with ShoeBuy
|
—
|
|
|
—
|
|
|
(13,142
|
)
|
|||
Goodwill impairment of Dotdash and Emerging & Other
|
—
|
|
|
—
|
|
|
10,649
|
|
|||
Non-deductible impairments for certain cost method investments
|
—
|
|
|
2,669
|
|
|
3,489
|
|
|||
Other, net
|
(4,242
|
)
|
|
1,451
|
|
|
(3,662
|
)
|
|||
Income tax provision (benefit)
|
$
|
3,811
|
|
|
$
|
(291,050
|
)
|
|
$
|
(64,934
|
)
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
36,732
|
|
|
$
|
38,372
|
|
|
$
|
40,808
|
|
Additions based on tax positions related to the current year
|
10,334
|
|
|
2,050
|
|
|
2,033
|
|
|||
Additions for tax positions of prior years
|
4,716
|
|
|
1,994
|
|
|
2,676
|
|
|||
Reductions for tax positions of prior years
|
(400
|
)
|
|
(3,761
|
)
|
|
(743
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(5,107
|
)
|
|||
Expiration of applicable statutes of limitations
|
(2,507
|
)
|
|
(1,923
|
)
|
|
(1,295
|
)
|
|||
Balance at December 31
|
$
|
48,875
|
|
|
$
|
36,732
|
|
|
$
|
38,372
|
|
|
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
|
|
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands, except per share data)
|
||||||
Revenue
|
$
|
3,529,600
|
|
|
$
|
3,429,105
|
|
Net earnings (loss) attributable to ANGI Homeservices Inc. shareholders
|
$
|
364,496
|
|
|
$
|
(143,133
|
)
|
Basic earnings (loss) per share attributable to ANGI Homeservices Inc. shareholders
|
$
|
4.55
|
|
|
$
|
(1.79
|
)
|
Diluted earnings (loss) per share attributable to ANGI Homeservices Inc. shareholders
|
$
|
4.27
|
|
|
$
|
(1.79
|
)
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Goodwill
|
$
|
2,726,859
|
|
|
$
|
2,559,066
|
|
Intangible assets with indefinite lives
|
458,104
|
|
|
459,143
|
|
||
Intangible assets with definite lives, net of accumulated amortization
|
173,318
|
|
|
204,594
|
|
||
Total goodwill and intangible assets, net
|
$
|
3,358,281
|
|
|
$
|
3,222,803
|
|
|
Balance at
December 31, 2017 |
|
Additions
|
|
(Deductions)
|
|
Transfers In/(Out)
|
|
Foreign
Exchange Translation |
|
Balance at
December 31, 2018 |
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
1,247,899
|
|
|
$
|
11,187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14,073
|
)
|
|
$
|
1,245,013
|
|
ANGI Homeservices
|
768,317
|
|
|
142,768
|
|
|
(14,373
|
)
|
|
—
|
|
|
(3,912
|
)
|
|
892,800
|
|
||||||
Vimeo
|
77,303
|
|
|
—
|
|
|
(151
|
)
|
|
—
|
|
|
—
|
|
|
77,152
|
|
||||||
Applications:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Desktop
|
265,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265,146
|
|
||||||
Mosaic Group
|
182,096
|
|
|
50,784
|
|
|
—
|
|
|
7,323
|
|
|
(457
|
)
|
|
239,746
|
|
||||||
Total Applications
|
447,242
|
|
|
50,784
|
|
|
—
|
|
|
7,323
|
|
|
(457
|
)
|
|
504,892
|
|
||||||
Emerging & Other
|
18,305
|
|
|
3,684
|
|
|
(7,664
|
)
|
|
(7,323
|
)
|
|
—
|
|
|
7,002
|
|
||||||
Total
|
$
|
2,559,066
|
|
|
$
|
208,423
|
|
|
$
|
(22,188
|
)
|
|
$
|
—
|
|
|
$
|
(18,442
|
)
|
|
$
|
2,726,859
|
|
|
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
|
|
|||||
Vimeo
|
9,649
|
|
|
67,654
|
|
|
—
|
|
|
—
|
|
|
77,303
|
|
|||||
Applications:
|
|
|
|
|
|
|
|
|
|
||||||||||
Desktop
|
265,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
265,146
|
|
|||||
Mosaic Group
|
182,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182,096
|
|
|||||
Total Applications
|
447,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
447,242
|
|
|||||
Emerging & Other
|
90,012
|
|
|
2,715
|
|
|
(74,430
|
)
|
|
8
|
|
|
18,305
|
|
|||||
Total
|
$
|
1,924,052
|
|
|
$
|
661,396
|
|
|
$
|
(74,430
|
)
|
|
$
|
48,048
|
|
|
$
|
2,559,066
|
|
|
December 31, 2018
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Technology
|
$
|
143,303
|
|
|
$
|
(53,199
|
)
|
|
$
|
90,104
|
|
|
4.7
|
Service professional and contractor relationships
|
99,528
|
|
|
(44,674
|
)
|
|
54,854
|
|
|
2.9
|
|||
Customer lists and user base
|
30,099
|
|
|
(15,126
|
)
|
|
14,973
|
|
|
2.9
|
|||
Memberships
|
15,900
|
|
|
(6,640
|
)
|
|
9,260
|
|
|
3.0
|
|||
Trade names
|
12,393
|
|
|
(9,393
|
)
|
|
3,000
|
|
|
3.3
|
|||
Other
|
8,500
|
|
|
(7,373
|
)
|
|
1,127
|
|
|
4.8
|
|||
Total
|
$
|
309,723
|
|
|
$
|
(136,405
|
)
|
|
$
|
173,318
|
|
|
3.8
|
|
December 31, 2017
|
||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
|
|
Weighted-Average
Useful Life (Years) |
||||||
|
(In thousands)
|
|
|
||||||||||
Technology
|
$
|
115,200
|
|
|
$
|
(37,357
|
)
|
|
$
|
77,843
|
|
|
4.8
|
Service professional and contractor relationships
|
99,497
|
|
|
(11,452
|
)
|
|
88,045
|
|
|
3.0
|
|||
Customer lists and user base
|
23,468
|
|
|
(5,401
|
)
|
|
18,067
|
|
|
2.2
|
|||
Memberships
|
15,900
|
|
|
(1,340
|
)
|
|
14,560
|
|
|
3.0
|
|||
Trade names
|
16,986
|
|
|
(13,634
|
)
|
|
3,352
|
|
|
2.6
|
|||
Other
|
8,500
|
|
|
(5,773
|
)
|
|
2,727
|
|
|
4.8
|
|||
Total
|
$
|
279,551
|
|
|
$
|
(74,957
|
)
|
|
$
|
204,594
|
|
|
3.7
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Available-for-sale marketable debt securities
|
$
|
123,246
|
|
|
$
|
4,995
|
|
Marketable equity security
|
419
|
|
|
—
|
|
||
Total marketable securities
|
$
|
123,665
|
|
|
$
|
4,995
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Treasury discount notes
|
$
|
112,291
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
112,291
|
|
Commercial paper
|
10,955
|
|
|
—
|
|
|
—
|
|
|
10,955
|
|
||||
Total available-for-sale marketable debt securities
|
$
|
123,246
|
|
|
$
|
3
|
|
|
$
|
(3
|
)
|
|
$
|
123,246
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Commercial paper
|
$
|
4,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,995
|
|
Total available-for-sale marketable debt securities
|
$
|
4,995
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,995
|
|
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Proceeds from maturities and sales of available-for-sale marketable debt securities
|
$
|
333,600
|
|
|
$
|
114,350
|
|
|
$
|
279,485
|
|
Gross realized gains
|
—
|
|
|
—
|
|
|
3,556
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Equity securities without readily determinable fair values
|
$
|
235,055
|
|
|
$
|
—
|
|
Equity method investments
|
—
|
|
|
1,559
|
|
||
Cost method investments
|
—
|
|
|
63,418
|
|
||
Total long-term investments
|
$
|
235,055
|
|
|
$
|
64,977
|
|
|
|
Year Ended December 31, 2018
|
||
|
|
(In thousands)
|
||
Upward adjustments (gross unrealized gains)
|
|
$
|
128,986
|
|
Downward adjustments including impairments (gross unrealized losses)
|
|
(4,931
|
)
|
|
Total
|
|
$
|
124,055
|
|
|
|
Year Ended December 31, 2018
|
||
|
|
(In thousands)
|
||
Realized gains, net, for equity securities sold
|
|
$
|
27,874
|
|
Unrealized gains, net, on equity securities held
|
|
124,170
|
|
|
Total gains recognized, net, in other income (expense), net
|
|
$
|
152,044
|
|
|
December 31, 2018
|
||||||||||||||
|
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
|
$
|
880,815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
880,815
|
|
Treasury discount notes
|
—
|
|
|
561,733
|
|
|
—
|
|
|
561,733
|
|
||||
Commercial paper
|
—
|
|
|
162,417
|
|
|
—
|
|
|
162,417
|
|
||||
Time deposits
|
—
|
|
|
90,036
|
|
|
—
|
|
|
90,036
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Treasury discount notes
|
—
|
|
|
112,291
|
|
|
—
|
|
|
112,291
|
|
||||
Commercial paper
|
—
|
|
|
10,955
|
|
|
—
|
|
|
10,955
|
|
||||
Marketable equity security
|
419
|
|
|
—
|
|
|
—
|
|
|
419
|
|
||||
Total
|
$
|
881,234
|
|
|
$
|
937,432
|
|
|
$
|
—
|
|
|
$
|
1,818,666
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(28,631
|
)
|
|
$
|
(28,631
|
)
|
|
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
|
|
Commercial paper
|
—
|
|
|
215,325
|
|
|
—
|
|
|
215,325
|
|
||||
Treasury discount notes
|
—
|
|
|
100,457
|
|
|
—
|
|
|
100,457
|
|
||||
Time deposits
|
—
|
|
|
60,000
|
|
|
—
|
|
|
60,000
|
|
||||
Certificates of deposit
|
—
|
|
|
6,195
|
|
|
—
|
|
|
6,195
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
—
|
|
|
4,995
|
|
|
—
|
|
|
4,995
|
|
||||
Total
|
$
|
780,425
|
|
|
$
|
386,972
|
|
|
$
|
—
|
|
|
$
|
1,167,397
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration arrangements
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,647
|
)
|
|
$
|
(2,647
|
)
|
|
Contingent Consideration Arrangements
|
||||||
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Balance at January 1
|
$
|
(2,647
|
)
|
|
$
|
(33,871
|
)
|
Total net (losses) gains:
|
|
|
|
||||
Included in earnings:
|
|
|
|
||||
Fair value adjustments
|
(1,456
|
)
|
|
(5,801
|
)
|
||
Included in other comprehensive income (loss)
|
45
|
|
|
(1,404
|
)
|
||
Fair value at date of acquisition
|
(25,521
|
)
|
|
—
|
|
||
Settlements
|
948
|
|
|
38,429
|
|
||
Balance at December 31
|
$
|
(28,631
|
)
|
|
$
|
(2,647
|
)
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Carrying
Value |
|
Fair
Value |
|
Carrying
Value |
|
Fair
Value |
||||||||
|
(In thousands)
|
||||||||||||||
Current portion of long-term debt
|
$
|
(13,750
|
)
|
|
$
|
(12,753
|
)
|
|
$
|
(13,750
|
)
|
|
$
|
(13,802
|
)
|
Long-term debt, net
(a)
|
(2,245,548
|
)
|
|
(2,460,204
|
)
|
|
(1,979,469
|
)
|
|
(2,168,108
|
)
|
(a)
|
At December 31, 2018 and 2017, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of
$88.9 million
and
$109.1 million
, respectively
.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
MTCH Debt:
|
|
|
|
||||
MTCH Term Loan due November 16, 2022
|
$
|
425,000
|
|
|
$
|
425,000
|
|
MTCH Credit Facility due December 7, 2023
|
260,000
|
|
|
—
|
|
||
6.375% Senior Notes due June 1, 2024 (the "6.375% MTCH Senior Notes"); interest payable each June 1 and December 1
|
400,000
|
|
|
400,000
|
|
||
5.00% Senior Notes due December 15, 2027 (the "5.00% MTCH Senior Notes"); interest payable each June 15 and December 15
|
450,000
|
|
|
450,000
|
|
||
Total MTCH long-term debt
|
1,535,000
|
|
|
1,275,000
|
|
||
Less: unamortized original issue discount
|
7,352
|
|
|
8,668
|
|
||
Less: unamortized debt issuance costs
|
11,737
|
|
|
13,636
|
|
||
Total MTCH debt, net
|
1,515,911
|
|
|
1,252,696
|
|
||
|
|
|
|
||||
ANGI Debt:
|
|
|
|
||||
ANGI Term Loan due November 5, 2023
|
261,250
|
|
|
275,000
|
|
||
Less: current portion of ANGI Term Loan
|
13,750
|
|
|
13,750
|
|
||
Less: unamortized debt issuance costs
|
2,529
|
|
|
2,938
|
|
||
Total ANGI debt, net
|
244,971
|
|
|
258,312
|
|
||
|
|
|
|
||||
IAC Debt:
|
|
|
|
||||
0.875% Exchangeable Senior Notes due October 1, 2022 (the "Exchangeable Notes"); interest payable each April 1 and October 1
|
517,500
|
|
|
517,500
|
|
||
4.75% Senior Notes due December 15, 2022 (the "4.75% Senior Notes"); interest payable each June 15 and December 15
|
34,489
|
|
|
34,859
|
|
||
Total IAC long-term debt
|
551,989
|
|
|
552,359
|
|
||
Less: unamortized original issue discount
|
54,025
|
|
|
67,158
|
|
||
Less: unamortized debt issuance costs
|
13,298
|
|
|
16,740
|
|
||
Total IAC debt, net
|
484,666
|
|
|
468,461
|
|
||
|
|
|
|
||||
Total long-term debt, net
|
$
|
2,245,548
|
|
|
$
|
1,979,469
|
|
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
|
%
|
Year
|
Percentage
|
|
2018
|
101.583
|
%
|
2019
|
100.792
|
%
|
2020 and thereafter
|
100.000
|
%
|
Years Ending December 31,
|
(In thousands)
|
||
2019
|
$
|
13,750
|
|
2020
|
13,750
|
|
|
2021
|
13,750
|
|
|
2022
|
1,004,489
|
|
|
2023
|
452,500
|
|
|
2024
|
400,000
|
|
|
2027
|
450,000
|
|
|
Total
|
2,348,239
|
|
|
Less: current portion of long-term debt
|
13,750
|
|
|
Less: unamortized original issue discount
|
61,377
|
|
|
Less: unamortized debt issuance costs
|
27,564
|
|
|
Total long-term debt, net
|
$
|
2,245,548
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gains On Available-For-Sale Securities
|
|
Accumulated Other Comprehensive Loss
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
(103,568
|
)
|
|
$
|
—
|
|
|
$
|
(103,568
|
)
|
Other comprehensive (loss) income before reclassifications
|
(25,106
|
)
|
|
4
|
|
|
(25,102
|
)
|
|||
Amounts reclassified to earnings
|
(52
|
)
|
|
—
|
|
|
(52
|
)
|
|||
Net current period other comprehensive (loss) income
|
(25,158
|
)
|
|
4
|
|
|
(25,154
|
)
|
|||
Balance at December 31
|
$
|
(128,726
|
)
|
|
$
|
4
|
|
|
$
|
(128,722
|
)
|
|
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
|
)
|
|
(3,360
|
)
|
|||
Net current period other comprehensive income (loss)
|
66,581
|
|
|
(4,026
|
)
|
|
62,555
|
|
|||
Balance at December 31
|
$
|
(103,568
|
)
|
|
$
|
—
|
|
|
$
|
(103,568
|
)
|
|
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
|
)
|
|
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
|
)
|
|
Years Ended December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings (loss)
|
$
|
757,747
|
|
|
$
|
757,747
|
|
|
$
|
358,008
|
|
|
$
|
358,008
|
|
|
$
|
(16,151
|
)
|
|
$
|
(16,151
|
)
|
Net earnings attributable to noncontrolling interests
|
(130,786
|
)
|
|
(130,786
|
)
|
|
(53,084
|
)
|
|
(53,084
|
)
|
|
(25,129
|
)
|
|
(25,129
|
)
|
||||||
Impact from public subsidiaries' dilutive securities
(a)(b)
|
—
|
|
|
(25,228
|
)
|
|
—
|
|
|
(33,531
|
)
|
|
—
|
|
|
—
|
|
||||||
Net earnings (loss) attributable to IAC shareholders
|
$
|
626,961
|
|
|
$
|
601,733
|
|
|
$
|
304,924
|
|
|
$
|
271,393
|
|
|
$
|
(41,280
|
)
|
|
$
|
(41,280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average basic shares outstanding
|
83,407
|
|
|
83,407
|
|
|
80,089
|
|
|
80,089
|
|
|
80,045
|
|
|
80,045
|
|
||||||
Dilutive securities
(a) (b) (c) (d) (e) (f) (g)
|
—
|
|
|
7,915
|
|
|
—
|
|
|
5,221
|
|
|
—
|
|
|
—
|
|
||||||
Denominator for earnings per share—weighted average shares
(a) (b) (c) (d) (e) (f) (g)
|
83,407
|
|
|
91,322
|
|
|
80,089
|
|
|
85,310
|
|
|
80,045
|
|
|
80,045
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) per share attributable to IAC shareholders:
|
|||||||||||||||||||||||
Earnings (loss) per share
|
$
|
7.52
|
|
|
$
|
6.59
|
|
|
$
|
3.81
|
|
|
$
|
3.18
|
|
|
$
|
(0.52
|
)
|
|
$
|
(0.52
|
)
|
(a)
|
For the year ended
December 31, 2018
, it is more dilutive for IAC to settle certain MTCH equity awards. For the years ended December 31, 2017 and 2016, it is more dilutive for MTCH to settle certain MTCH equity awards.
|
(b)
|
For the years ended
December 31, 2018
and 2017, it is more dilutive for IAC to settle certain ANGI equity awards. The impact on earnings of ANGI 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, exchange of the Company's Exchangeable Notes and vesting of restricted stock units ("RSUs"). For the years ended
December 31, 2018
and 2017,
3.5 million
and
6.9 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 both the years ended
December 31, 2018
and 2017,
0.1 million
shares 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; therefore, the Exchangeable Notes are only dilutive for periods during which the average price of IAC common stock exceeds the approximate
$152.18
per share exchange price per $1,000 principal amount of the Exchangeable Notes. For the year ended December 31, 2018, the average price of IAC common stock exceeded
$152.18
and the dilutive impact of the Exchangeable Notes was
0.3 million
shares. For the year ended December 31, 2017, the Exchangeable Notes were anti-dilutive.
|
(g)
|
See "
Note 11—Stock-based Compensation
" for additional information on equity instruments denominated in the shares of certain subsidiaries.
|
|
December 31, 2018
|
|||||||||||
|
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, 2018
|
6,586
|
|
|
$
|
60.57
|
|
|
|
|
|
|
|
Granted
|
80
|
|
|
152.53
|
|
|
|
|
|
|
||
Exercised
|
(774
|
)
|
|
52.56
|
|
|
|
|
|
|
||
Forfeited
|
(72
|
)
|
|
57.52
|
|
|
|
|
|
|
||
Expired
|
(6
|
)
|
|
19.51
|
|
|
|
|
|
|
||
Options outstanding at December 31, 2018
|
5,814
|
|
|
$
|
62.97
|
|
|
6.1
|
|
$
|
698,128
|
|
Options exercisable
|
3,592
|
|
|
$
|
59.64
|
|
|
5.3
|
|
$
|
443,293
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||
Range of Exercise Prices
|
Outstanding at
December 31, 2018 |
|
Weighted-
Average Remaining Contractual Life in Years |
|
Weighted-
Average Exercise Price |
|
Exercisable at
December 31, 2018 |
|
Weighted-
Average Remaining Contractual Life in Years |
|
Weighted-
Average Exercise Price |
||||||
|
(Shares in thousands)
|
||||||||||||||||
$20.01 to $30.00
|
30
|
|
|
1.1
|
|
$
|
21.60
|
|
|
30
|
|
|
1.1
|
|
$
|
21.60
|
|
$30.01 to $40.00
|
389
|
|
|
2.3
|
|
32.30
|
|
|
389
|
|
|
2.3
|
|
32.30
|
|
||
$40.01 to $50.00
|
1,541
|
|
|
5.8
|
|
43.35
|
|
|
961
|
|
|
5.0
|
|
44.26
|
|
||
$50.01 to $60.00
|
246
|
|
|
3.2
|
|
59.85
|
|
|
244
|
|
|
3.2
|
|
59.86
|
|
||
$60.01 to $70.00
|
1,173
|
|
|
6.3
|
|
65.27
|
|
|
767
|
|
|
6.0
|
|
65.62
|
|
||
$70.01 to $80.00
|
1,840
|
|
|
7.4
|
|
75.33
|
|
|
822
|
|
|
6.8
|
|
74.72
|
|
||
$80.01 to $90.00
|
500
|
|
|
6.3
|
|
84.31
|
|
|
375
|
|
|
6.3
|
|
84.31
|
|
||
Greater than $90.01
|
95
|
|
|
9.1
|
|
148.30
|
|
|
4
|
|
|
8.9
|
|
125.08
|
|
||
|
5,814
|
|
|
6.1
|
|
62.97
|
|
|
3,592
|
|
|
5.3
|
|
59.64
|
|
|
Years Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Expected volatility
|
27
|
%
|
|
29
|
%
|
|
29
|
%
|
Risk-free interest rate
|
2.7
|
%
|
|
2.0
|
%
|
|
1.2
|
%
|
Expected term
|
6.2 years
|
|
|
5.2 years
|
|
|
4.8 years
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
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, 2018
|
360
|
|
|
$
|
80.81
|
|
|
130
|
|
|
$
|
76.00
|
|
Granted
|
153
|
|
|
183.33
|
|
|
30
|
|
|
152.53
|
|
||
Vested
|
(49
|
)
|
|
78.54
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(5
|
)
|
|
98.81
|
|
|
(17
|
)
|
|
76.00
|
|
||
Unvested at December 31, 2018
|
459
|
|
|
$
|
115.12
|
|
|
143
|
|
|
$
|
92.02
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Match Group
|
$
|
1,729,850
|
|
|
$
|
1,330,661
|
|
|
$
|
1,118,110
|
|
ANGI Homeservices
|
1,132,241
|
|
|
736,386
|
|
|
498,890
|
|
|||
Vimeo
|
159,641
|
|
|
103,332
|
|
|
78,805
|
|
|||
Dotdash
|
130,991
|
|
|
90,890
|
|
|
77,913
|
|
|||
Applications
|
582,287
|
|
|
577,998
|
|
|
604,140
|
|
|||
Emerging & Other
|
528,250
|
|
|
468,589
|
|
|
762,609
|
|
|||
Inter-segment elimination
|
(368
|
)
|
|
(617
|
)
|
|
(585
|
)
|
|||
Total
|
$
|
4,262,892
|
|
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Match Group
|
|
|
|
|
|
||||||
Direct revenue:
|
|
|
|
|
|
||||||
North America
|
$
|
902,478
|
|
|
$
|
741,334
|
|
|
$
|
673,944
|
|
International
|
774,693
|
|
|
539,915
|
|
|
393,420
|
|
|||
Direct revenue
|
1,677,171
|
|
|
1,281,249
|
|
|
1,067,364
|
|
|||
Indirect revenue (principally advertising revenue)
|
52,679
|
|
|
49,412
|
|
|
50,746
|
|
|||
Total Match Group revenue
|
$
|
1,729,850
|
|
|
$
|
1,330,661
|
|
|
$
|
1,118,110
|
|
|
|
|
|
|
|
||||||
Supplemental information on Direct revenue
|
|
|
|
|
|
||||||
Tinder
|
$
|
805,316
|
|
|
$
|
403,216
|
|
|
$
|
168,522
|
|
Other brands
|
871,855
|
|
|
878,033
|
|
|
898,842
|
|
|||
Total Direct revenue
|
$
|
1,677,171
|
|
|
$
|
1,281,249
|
|
|
$
|
1,067,364
|
|
|
|
|
|
|
|
||||||
ANGI Homeservices
|
|
|
|
|
|
||||||
Marketplace:
|
|
|
|
|
|
||||||
Consumer connection revenue
|
$
|
704,341
|
|
|
$
|
521,481
|
|
|
$
|
382,466
|
|
Membership subscription revenue
|
66,214
|
|
|
56,135
|
|
|
43,573
|
|
|||
Other revenue
|
3,940
|
|
|
3,798
|
|
|
2,827
|
|
|||
Marketplace revenue
|
774,495
|
|
|
581,414
|
|
|
428,866
|
|
|||
Advertising and other revenue
|
287,676
|
|
|
97,483
|
|
|
32,981
|
|
|||
North America
|
1,062,171
|
|
|
678,897
|
|
|
461,847
|
|
|||
Consumer connection revenue
|
50,913
|
|
|
40,009
|
|
|
28,124
|
|
|||
Membership subscription revenue
|
17,362
|
|
|
16,596
|
|
|
7,936
|
|
|||
Advertising and other revenue
|
1,795
|
|
|
884
|
|
|
983
|
|
|||
Europe
|
70,070
|
|
|
57,489
|
|
|
37,043
|
|
|||
Total ANGI Homeservices revenue
|
$
|
1,132,241
|
|
|
$
|
736,386
|
|
|
$
|
498,890
|
|
|
|
|
|
|
|
||||||
Vimeo
|
|
|
|
|
|
||||||
Platform revenue
|
$
|
146,665
|
|
|
$
|
99,650
|
|
|
$
|
78,805
|
|
Hardware revenue
|
12,976
|
|
|
3,682
|
|
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Total Vimeo revenue
|
$
|
159,641
|
|
|
$
|
103,332
|
|
|
$
|
78,805
|
|
|
|
|
|
|
|
||||||
Dotdash
|
|
|
|
|
|
||||||
Advertising revenue
|
$
|
113,014
|
|
|
$
|
81,948
|
|
|
$
|
76,099
|
|
Affiliate commerce commission revenue
|
14,458
|
|
|
7,372
|
|
|
1,685
|
|
|||
Other revenue
|
3,519
|
|
|
1,570
|
|
|
129
|
|
|||
Total Dotdash revenue
|
$
|
130,991
|
|
|
$
|
90,890
|
|
|
$
|
77,913
|
|
|
|
|
|
|
|
||||||
Applications
|
|
|
|
|
|
||||||
Desktop
|
|
|
|
|
|
||||||
Advertising revenue:
|
|
|
|
|
|
||||||
Google advertising revenue
|
$
|
426,964
|
|
|
$
|
480,774
|
|
|
$
|
523,335
|
|
Other
|
10,992
|
|
|
6,762
|
|
|
10,037
|
|
|||
Advertising revenue
|
437,956
|
|
|
487,536
|
|
|
533,372
|
|
|||
Subscription and other revenue
|
20,815
|
|
|
34,613
|
|
|
29,943
|
|
|||
Total Desktop
|
458,771
|
|
|
522,149
|
|
|
563,315
|
|
|||
Mosaic Group
|
|
|
|
|
|
||||||
Subscription and other revenue
|
104,975
|
|
|
27,980
|
|
|
21,787
|
|
|||
Advertising revenue
|
18,541
|
|
|
27,869
|
|
|
19,038
|
|
|||
Total Mosaic Group
|
123,516
|
|
|
55,849
|
|
|
40,825
|
|
|||
Total Applications revenue
|
$
|
582,287
|
|
|
$
|
577,998
|
|
|
$
|
604,140
|
|
|
|
|
|
|
|
||||||
Emerging & Other
|
|
|
|
|
|
||||||
Advertising revenue:
|
|
|
|
|
|
||||||
Google advertising revenue
|
$
|
357,752
|
|
|
$
|
225,576
|
|
|
$
|
269,192
|
|
Other
|
66,733
|
|
|
53,911
|
|
|
75,008
|
|
|||
Advertising revenue
|
424,485
|
|
|
279,487
|
|
|
344,200
|
|
|||
Other revenue
|
103,765
|
|
|
169,497
|
|
|
160,329
|
|
|||
Test preparation revenue
|
—
|
|
|
19,605
|
|
|
86,517
|
|
|||
Product revenue
|
—
|
|
|
—
|
|
|
171,563
|
|
|||
Total Emerging & Other revenue
|
$
|
528,250
|
|
|
$
|
468,589
|
|
|
$
|
762,609
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
United States
|
$
|
2,824,928
|
|
|
$
|
2,323,050
|
|
|
$
|
2,318,976
|
|
All other countries
|
1,437,964
|
|
|
984,189
|
|
|
820,906
|
|
|||
Total
|
$
|
4,262,892
|
|
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Long-lived assets (excluding goodwill and intangible assets)
|
|
|
|
||||
United States
|
$
|
289,756
|
|
|
$
|
286,541
|
|
All other countries
|
29,044
|
|
|
28,629
|
|
||
Total
|
$
|
318,800
|
|
|
$
|
315,170
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Operating Income (Loss):
|
|
|
|
|
|
||||||
Match Group
|
$
|
553,294
|
|
|
$
|
360,517
|
|
|
$
|
315,549
|
|
ANGI Homeservices
|
63,906
|
|
|
(149,176
|
)
|
|
25,363
|
|
|||
Vimeo
|
(35,594
|
)
|
|
(27,328
|
)
|
|
(25,350
|
)
|
|||
Dotdash
|
18,778
|
|
|
(15,694
|
)
|
|
(248,705
|
)
|
|||
Applications
|
94,834
|
|
|
130,176
|
|
|
109,663
|
|
|||
Emerging & Other
|
29,964
|
|
|
17,412
|
|
|
(99,696
|
)
|
|||
Corporate
|
(160,043
|
)
|
|
(127,441
|
)
|
|
(109,449
|
)
|
|||
Total
|
$
|
565,139
|
|
|
$
|
188,466
|
|
|
$
|
(32,625
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Adjusted EBITDA:
(a)
|
|
|
|
|
|
||||||
Match Group
|
$
|
653,931
|
|
|
$
|
468,941
|
|
|
$
|
403,380
|
|
ANGI Homeservices
|
$
|
247,506
|
|
|
$
|
37,858
|
|
|
$
|
45,851
|
|
Vimeo
|
$
|
(28,045
|
)
|
|
$
|
(23,607
|
)
|
|
$
|
(20,281
|
)
|
Dotdash
|
$
|
21,384
|
|
|
$
|
(2,763
|
)
|
|
$
|
(16,846
|
)
|
Applications
|
$
|
131,837
|
|
|
$
|
136,757
|
|
|
$
|
132,276
|
|
Emerging & Other
|
$
|
36,178
|
|
|
$
|
25,862
|
|
|
$
|
10,111
|
|
Corporate
|
$
|
(74,017
|
)
|
|
$
|
(67,755
|
)
|
|
$
|
(53,272
|
)
|
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
Operating
Income (Loss) |
|
Stock-Based
Compensation Expense |
|
Depreciation
|
|
Amortization
of Intangibles |
|
Acquisition-related Contingent Consideration Fair Value Adjustments
|
|
Adjusted EBITDA
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
553,294
|
|
|
$
|
66,031
|
|
|
$
|
32,968
|
|
|
$
|
1,318
|
|
|
$
|
320
|
|
|
$
|
653,931
|
|
ANGI Homeservices
|
63,906
|
|
|
$
|
97,078
|
|
|
$
|
24,310
|
|
|
$
|
62,212
|
|
|
$
|
—
|
|
|
$
|
247,506
|
|
|
Vimeo
|
(35,594
|
)
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
6,349
|
|
|
$
|
—
|
|
|
$
|
(28,045
|
)
|
|
Dotdash
|
18,778
|
|
|
$
|
—
|
|
|
$
|
969
|
|
|
$
|
1,637
|
|
|
$
|
—
|
|
|
$
|
21,384
|
|
|
Applications
|
94,834
|
|
|
$
|
—
|
|
|
$
|
2,601
|
|
|
$
|
33,266
|
|
|
$
|
1,136
|
|
|
$
|
131,837
|
|
|
Emerging & Other
|
29,964
|
|
|
$
|
919
|
|
|
$
|
1,678
|
|
|
$
|
3,617
|
|
|
$
|
—
|
|
|
$
|
36,178
|
|
|
Corporate
|
(160,043
|
)
|
|
$
|
74,392
|
|
|
$
|
11,634
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(74,017
|
)
|
|
Total
|
565,139
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense
|
(109,327
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other income, net
|
305,746
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Earnings before income taxes
|
761,558
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision
|
(3,811
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
757,747
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to noncontrolling interests
|
(130,786
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings attributable to IAC shareholders
|
$
|
626,961
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
||
Vimeo
|
(27,328
|
)
|
|
$
|
—
|
|
|
$
|
1,408
|
|
|
$
|
2,313
|
|
|
$
|
—
|
|
|
$
|
(23,607
|
)
|
||
Dotdash
|
(15,694
|
)
|
|
$
|
—
|
|
|
$
|
2,255
|
|
|
$
|
10,676
|
|
|
$
|
—
|
|
|
$
|
(2,763
|
)
|
||
Applications
|
130,176
|
|
|
$
|
—
|
|
|
$
|
3,863
|
|
|
$
|
2,170
|
|
|
548
|
|
—
|
|
$
|
136,757
|
|
||
Emerging & Other
|
17,412
|
|
|
$
|
2,130
|
|
|
$
|
4,065
|
|
|
$
|
2,255
|
|
|
$
|
—
|
|
|
$
|
25,862
|
|
||
Corporate
|
(127,441
|
)
|
|
$
|
44,168
|
|
|
$
|
15,518
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(67,755
|
)
|
||
Total
|
188,466
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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
|
|
|
Vimeo
|
(25,350
|
)
|
|
$
|
—
|
|
|
$
|
1,085
|
|
|
$
|
4,176
|
|
|
$
|
(192
|
)
|
|
$
|
—
|
|
|
$
|
(20,281
|
)
|
|
Dotdash
|
(248,705
|
)
|
|
$
|
—
|
|
|
$
|
2,775
|
|
|
$
|
30,754
|
|
|
$
|
—
|
|
|
$
|
198,330
|
|
|
$
|
(16,846
|
)
|
|
Applications
|
109,663
|
|
|
$
|
—
|
|
|
$
|
5,095
|
|
|
$
|
5,483
|
|
|
$
|
12,035
|
|
|
$
|
—
|
|
|
$
|
132,276
|
|
|
Emerging & Other
|
(99,696
|
)
|
|
$
|
1,258
|
|
|
$
|
12,675
|
|
|
$
|
18,928
|
|
|
$
|
(91
|
)
|
|
$
|
77,037
|
|
|
$
|
10,111
|
|
|
Corporate
|
(109,449
|
)
|
|
$
|
42,276
|
|
|
$
|
13,901
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(53,272
|
)
|
|
Total
|
(32,625
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Segment Assets
(b)
|
|
Property and Equipment, Net
|
|
Goodwill
|
|
Indefinite-Lived
Intangible Assets |
|
Definite-Lived
Intangible Assets, Net |
|
Total Assets
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Match Group
|
$
|
377,965
|
|
|
$
|
58,351
|
|
|
$
|
1,245,013
|
|
|
$
|
230,684
|
|
|
$
|
6,956
|
|
|
$
|
1,918,969
|
|
ANGI Homeservices
|
497,327
|
|
|
70,859
|
|
|
892,800
|
|
|
171,486
|
|
|
132,809
|
|
|
1,765,281
|
|
||||||
Vimeo
|
33,568
|
|
|
1,014
|
|
|
77,152
|
|
|
—
|
|
|
9,442
|
|
|
121,176
|
|
||||||
Dotdash
|
39,276
|
|
|
3,229
|
|
|
—
|
|
|
13,500
|
|
|
1,514
|
|
|
57,519
|
|
||||||
Applications
|
153,781
|
|
|
4,867
|
|
|
504,892
|
|
|
39,463
|
|
|
22,447
|
|
|
725,450
|
|
||||||
Emerging & Other
|
95,858
|
|
|
1,638
|
|
|
7,002
|
|
|
2,971
|
|
|
150
|
|
|
107,619
|
|
||||||
Corporate
(c)
|
1,934,943
|
|
|
178,842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,113,785
|
|
||||||
Total
|
$
|
3,132,718
|
|
|
$
|
318,800
|
|
|
$
|
2,726,859
|
|
|
$
|
458,104
|
|
|
$
|
173,318
|
|
|
6,809,799
|
|
|
Add: Deferred tax assets
(d)
|
|
|
|
|
|
|
|
|
|
|
64,786
|
|
|||||||||||
Total Assets
|
|
|
|
|
|
|
|
|
|
|
$
|
6,874,585
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Segment Assets
(b)
|
|
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
|
|
||||||
Vimeo
|
30,507
|
|
|
1,972
|
|
|
77,303
|
|
|
—
|
|
|
15,655
|
|
|
125,437
|
|
||||||
Dotdash
|
27,190
|
|
|
4,077
|
|
|
—
|
|
|
6,000
|
|
|
3,152
|
|
|
40,419
|
|
||||||
Applications
|
345,532
|
|
|
7,004
|
|
|
447,242
|
|
|
60,600
|
|
|
847
|
|
|
861,225
|
|
||||||
Emerging & Other
|
255,107
|
|
|
2,377
|
|
|
18,305
|
|
|
10,800
|
|
|
7,767
|
|
|
294,356
|
|
||||||
Corporate
(c)
|
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
(d)
|
|
|
|
|
|
|
|
|
|
|
66,321
|
|
|||||||||||
Total Assets
|
|
|
|
|
|
|
|
|
|
|
$
|
5,867,810
|
|
(c)
|
Corporate assets consist primarily of cash and cash equivalents, marketable securities and IAC's headquarters building.
|
(d)
|
Total segment assets differ from total assets on a consolidated basis as a result of unallocated deferred tax assets.
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Match Group
|
$
|
30,954
|
|
|
$
|
28,833
|
|
|
$
|
46,098
|
|
ANGI Homeservices
|
46,976
|
|
|
26,837
|
|
|
16,660
|
|
|||
Vimeo
|
209
|
|
|
109
|
|
|
1,959
|
|
|||
Dotdash
|
102
|
|
|
825
|
|
|
1,671
|
|
|||
Applications
|
111
|
|
|
227
|
|
|
1,196
|
|
|||
Emerging & Other
|
1,119
|
|
|
852
|
|
|
6,683
|
|
|||
Corporate
|
6,163
|
|
|
17,840
|
|
|
3,772
|
|
|||
Total
|
$
|
85,634
|
|
|
$
|
75,523
|
|
|
$
|
78,039
|
|
Years Ending December 31,
|
|
(In thousands)
|
||
2019
|
|
$
|
38,770
|
|
2020
|
|
46,440
|
|
|
2021
|
|
40,998
|
|
|
2022
|
|
34,066
|
|
|
2023
|
|
30,567
|
|
|
Thereafter
|
|
255,563
|
|
|
Total
|
|
$
|
446,404
|
|
|
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
|
$
|
40,428
|
|
|
$
|
23,897
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,325
|
|
Letters of credit and surety bonds
|
449
|
|
|
—
|
|
|
—
|
|
|
2,272
|
|
|
2,721
|
|
|||||
Total commercial commitments
|
$
|
40,877
|
|
|
$
|
23,897
|
|
|
$
|
—
|
|
|
$
|
2,272
|
|
|
$
|
67,046
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Cash paid (received) during the year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
90,485
|
|
|
$
|
92,461
|
|
|
$
|
107,360
|
|
Income tax payments
|
45,154
|
|
|
35,598
|
|
|
69,103
|
|
|||
Income tax refunds
|
(33,698
|
)
|
|
(42,025
|
)
|
|
(23,877
|
)
|
•
|
A Master Transaction Agreement, under which MTCH 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 MTCH 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 MTCH common stock and (ii) anti-dilution rights with respect to MTCH common stock;
|
•
|
An Employee Matters Agreement, which governs the respective rights, responsibilities and obligations of IAC and MTCH 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 MTCH 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 MTCH, 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 MTCH may agree, and MTCH agrees to provide IAC informational technology services and such other services as to which IAC and MTCH 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 prior to the Combination. Under the Contribution Agreement, ANGI agrees to indemnify IAC against any losses arising out of any breach by ANGI of the Contribution Agreement;
|
•
|
An Investor Rights Agreement that provides IAC with (i) specified registration and other rights relating to shares of ANGI common stock owned by IAC; (ii) anti-dilution rights with respect to ANGI common stock; and (iii) specified board matters with respect to designation of ANGI directors;
|
•
|
A Services Agreement, under which IAC has agreed to provide a range of services to ANGI, 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
|
•
|
A Tax Sharing Agreement, which governs the respective rights, responsibilities and obligations of IAC and ANGI with respect to tax matters, including taxes attributable to ANGI, 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 after the closing of the Combination w
ith respect to a range of compensation and benefit issues.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Other current assets:
|
|
|
|
||||
Capitalized costs to obtain a contract with a customer
|
$
|
69,817
|
|
|
$
|
—
|
|
Prepaid expenses
|
55,586
|
|
|
49,350
|
|
||
Capitalized downloadable search toolbar costs, net
|
33,365
|
|
|
31,588
|
|
||
Income taxes receivable
|
10,132
|
|
|
33,239
|
|
||
Production costs
|
2,260
|
|
|
18,570
|
|
||
Other
|
57,093
|
|
|
52,627
|
|
||
Other current assets
|
$
|
228,253
|
|
|
$
|
185,374
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Property and equipment, net of accumulated depreciation and amortization:
|
|
|
|
||||
Buildings and leasehold improvements
|
$
|
249,026
|
|
|
$
|
246,038
|
|
Computer equipment and capitalized software
|
229,083
|
|
|
218,529
|
|
||
Furniture and other equipment
|
86,694
|
|
|
88,930
|
|
||
Projects in progress
|
29,204
|
|
|
19,094
|
|
||
Land
|
11,591
|
|
|
14,390
|
|
||
Property and equipment
|
605,598
|
|
|
586,981
|
|
||
Accumulated depreciation and amortization
|
(286,798
|
)
|
|
(271,811
|
)
|
||
Property and equipment, net of accumulated depreciation and amortization
|
$
|
318,800
|
|
|
$
|
315,170
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Accrued expenses and other current liabilities:
|
|
|
|
||||
Accrued employee compensation and benefits
|
$
|
137,583
|
|
|
$
|
108,431
|
|
Accrued advertising expense
|
105,520
|
|
|
96,445
|
|
||
Other
|
191,783
|
|
|
162,048
|
|
||
Accrued expenses and other current liabilities
|
$
|
434,886
|
|
|
$
|
366,924
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Revenue:
|
|
|
|
|
|
||||||
Service revenue
|
$
|
4,249,227
|
|
|
$
|
3,302,937
|
|
|
$
|
2,967,474
|
|
Product revenue
|
13,665
|
|
|
4,302
|
|
|
172,408
|
|
|||
Revenue
|
$
|
4,262,892
|
|
|
$
|
3,307,239
|
|
|
$
|
3,139,882
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of service revenue
|
$
|
898,736
|
|
|
$
|
647,226
|
|
|
$
|
617,058
|
|
Cost of product revenue
|
12,410
|
|
|
3,782
|
|
|
138,672
|
|
|||
Cost of revenue
|
$
|
911,146
|
|
|
$
|
651,008
|
|
|
$
|
755,730
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Other income (expense), net
|
$
|
305,746
|
|
|
$
|
(16,213
|
)
|
|
$
|
60,650
|
|
|
Years Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Transaction and integration related costs
|
$
|
3,584
|
|
|
$
|
44,101
|
|
Stock-based compensation expense
|
70,645
|
|
|
122,066
|
|
||
Total
|
$
|
74,229
|
|
|
$
|
166,167
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Accrual as of January 1
|
$
|
8,480
|
|
|
$
|
—
|
|
Costs incurred
|
3,584
|
|
|
44,101
|
|
||
Payments made
|
(12,064
|
)
|
|
(35,621
|
)
|
||
Accrual as of December 31
|
$
|
—
|
|
|
$
|
8,480
|
|
|
Year Ended December 31, 2018
|
||||||||||
|
Integration Related Costs
|
|
Stock-based Compensation Expense
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Cost of revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Selling and marketing expense
|
—
|
|
|
2,161
|
|
|
2,161
|
|
|||
General and administrative expense
|
3,584
|
|
|
61,010
|
|
|
64,594
|
|
|||
Product development expense
|
—
|
|
|
7,474
|
|
|
7,474
|
|
|||
Total
|
$
|
3,584
|
|
|
$
|
70,645
|
|
|
$
|
74,229
|
|
|
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
|
$
|
1,018,082
|
|
|
$
|
—
|
|
|
$
|
1,113,550
|
|
|
$
|
—
|
|
|
$
|
2,131,632
|
|
Marketable securities
|
98,299
|
|
|
—
|
|
|
25,366
|
|
|
—
|
|
|
123,665
|
|
|||||
Accounts receivable, net of allowance and reserves
|
—
|
|
|
99,970
|
|
|
179,219
|
|
|
—
|
|
|
279,189
|
|
|||||
Other current assets
|
27,349
|
|
|
29,222
|
|
|
171,682
|
|
|
—
|
|
|
228,253
|
|
|||||
Intercompany receivables
|
—
|
|
|
1,423,456
|
|
|
—
|
|
|
(1,423,456
|
)
|
|
—
|
|
|||||
Property and equipment, net of accumulated depreciation and amortization
|
6,526
|
|
|
163,281
|
|
|
148,993
|
|
|
—
|
|
|
318,800
|
|
|||||
Goodwill
|
—
|
|
|
412,009
|
|
|
2,314,850
|
|
|
—
|
|
|
2,726,859
|
|
|||||
Intangible assets, net of accumulated amortization
|
—
|
|
|
43,914
|
|
|
587,508
|
|
|
—
|
|
|
631,422
|
|
|||||
Investment in subsidiaries
|
1,897,699
|
|
|
214,519
|
|
|
—
|
|
|
(2,112,218
|
)
|
|
—
|
|
|||||
Other non-current assets
|
274,789
|
|
|
94,290
|
|
|
251,315
|
|
|
(185,629
|
)
|
|
434,765
|
|
|||||
Total assets
|
$
|
3,322,744
|
|
|
$
|
2,480,661
|
|
|
$
|
4,792,483
|
|
|
$
|
(3,721,303
|
)
|
|
$
|
6,874,585
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
|
$
|
—
|
|
|
$
|
13,750
|
|
Accounts payable, trade
|
1,304
|
|
|
36,293
|
|
|
37,310
|
|
|
—
|
|
|
74,907
|
|
|||||
Other current liabilities
|
41,721
|
|
|
95,405
|
|
|
657,775
|
|
|
—
|
|
|
794,901
|
|
|||||
Long-term debt, net
|
34,262
|
|
|
—
|
|
|
2,211,286
|
|
|
—
|
|
|
2,245,548
|
|
|||||
Income taxes payable
|
15
|
|
|
1,707
|
|
|
35,862
|
|
|
—
|
|
|
37,584
|
|
|||||
Intercompany liabilities
|
402,056
|
|
|
—
|
|
|
1,021,400
|
|
|
(1,423,456
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
261
|
|
|
18,181
|
|
|
257,594
|
|
|
(185,629
|
)
|
|
90,407
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
65,687
|
|
|
—
|
|
|
65,687
|
|
|||||
Shareholders' equity (deficit)
|
2,843,125
|
|
|
2,329,075
|
|
|
(216,857
|
)
|
|
(2,112,218
|
)
|
|
2,843,125
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
708,676
|
|
|
—
|
|
|
708,676
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
3,322,744
|
|
|
$
|
2,480,661
|
|
|
$
|
4,792,483
|
|
|
$
|
(3,721,303
|
)
|
|
$
|
6,874,585
|
|
|
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 and reserves
|
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
|
2,077,898
|
|
|
554,998
|
|
|
—
|
|
|
(2,632,896
|
)
|
|
—
|
|
|||||
Other non-current assets
|
170,073
|
|
|
87,306
|
|
|
79,688
|
|
|
(132,435
|
)
|
|
204,632
|
|
|||||
Total assets
|
$
|
2,890,606
|
|
|
$
|
2,114,868
|
|
|
$
|
4,296,370
|
|
|
$
|
(3,434,034
|
)
|
|
$
|
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
|
390,827
|
|
|
—
|
|
|
277,876
|
|
|
(668,703
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
511
|
|
|
18,613
|
|
|
186,610
|
|
|
(132,435
|
)
|
|
73,299
|
|
|||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
42,867
|
|
|
—
|
|
|
42,867
|
|
|||||
Shareholders' equity
|
2,430,028
|
|
|
1,976,131
|
|
|
656,765
|
|
|
(2,632,896
|
)
|
|
2,430,028
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
516,795
|
|
|
—
|
|
|
516,795
|
|
|||||
Total liabilities and shareholders' equity
|
$
|
2,890,606
|
|
|
$
|
2,114,868
|
|
|
$
|
4,296,370
|
|
|
$
|
(3,434,034
|
)
|
|
$
|
5,867,810
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
850,475
|
|
|
$
|
3,412,795
|
|
|
$
|
(378
|
)
|
|
$
|
4,262,892
|
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenue (exclusive of depreciation shown separately below)
|
195
|
|
|
262,912
|
|
|
648,330
|
|
|
(291
|
)
|
|
911,146
|
|
|||||
Selling and marketing expense
|
977
|
|
|
313,769
|
|
|
1,204,844
|
|
|
(150
|
)
|
|
1,519,440
|
|
|||||
General and administrative expense
|
141,727
|
|
|
49,563
|
|
|
582,720
|
|
|
69
|
|
|
774,079
|
|
|||||
Product development expense
|
2,003
|
|
|
56,431
|
|
|
250,901
|
|
|
(6
|
)
|
|
309,329
|
|
|||||
Depreciation
|
1,203
|
|
|
12,497
|
|
|
61,660
|
|
|
—
|
|
|
75,360
|
|
|||||
Amortization of intangibles
|
—
|
|
|
29,437
|
|
|
78,962
|
|
|
—
|
|
|
108,399
|
|
|||||
Total operating costs and expenses
|
146,105
|
|
|
724,609
|
|
|
2,827,417
|
|
|
(378
|
)
|
|
3,697,753
|
|
|||||
Operating (loss) income
|
(146,105
|
)
|
|
125,866
|
|
|
585,378
|
|
|
—
|
|
|
565,139
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
731,834
|
|
|
20,083
|
|
|
—
|
|
|
(751,917
|
)
|
|
—
|
|
|||||
Interest expense
|
(1,700
|
)
|
|
—
|
|
|
(107,627
|
)
|
|
—
|
|
|
(109,327
|
)
|
|||||
Other (expense) income, net
(a)
|
(18,834
|
)
|
|
503,261
|
|
|
199,757
|
|
|
(378,438
|
)
|
|
305,746
|
|
|||||
Earnings before income taxes
|
565,195
|
|
|
649,210
|
|
|
677,508
|
|
|
(1,130,355
|
)
|
|
761,558
|
|
|||||
Income tax benefit (provision)
|
61,766
|
|
|
(56,612
|
)
|
|
(8,965
|
)
|
|
—
|
|
|
(3,811
|
)
|
|||||
Net earnings
|
626,961
|
|
|
592,598
|
|
|
668,543
|
|
|
(1,130,355
|
)
|
|
757,747
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(130,786
|
)
|
|
—
|
|
|
(130,786
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
626,961
|
|
|
$
|
592,598
|
|
|
$
|
537,757
|
|
|
$
|
(1,130,355
|
)
|
|
$
|
626,961
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
601,683
|
|
|
$
|
601,232
|
|
|
$
|
515,766
|
|
|
$
|
(1,116,998
|
)
|
|
$
|
601,683
|
|
(a)
|
During the year ended December 31, 2018, foreign cash of
$396.2 million
was repatriated to the U.S, of which
$25.2 million
was between non-guarantor subsidiaries.
|
|
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
|
419,149
|
|
|
20,755
|
|
|
—
|
|
|
(439,904
|
)
|
|
—
|
|
|||||
Interest expense
|
(20,339
|
)
|
|
—
|
|
|
(84,956
|
)
|
|
—
|
|
|
(105,295
|
)
|
|||||
Other (expense) income, net
|
(30,787
|
)
|
|
28,434
|
|
|
(13,860
|
)
|
|
—
|
|
|
(16,213
|
)
|
|||||
Earnings before income taxes
|
262,391
|
|
|
140,920
|
|
|
103,551
|
|
|
(439,904
|
)
|
|
66,958
|
|
|||||
Income tax benefit (provision)
|
42,533
|
|
|
(119,957
|
)
|
|
368,474
|
|
|
—
|
|
|
291,050
|
|
|||||
Net earnings
|
304,924
|
|
|
20,963
|
|
|
472,025
|
|
|
(439,904
|
)
|
|
358,008
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(53,084
|
)
|
|
—
|
|
|
(53,084
|
)
|
|||||
Net earnings attributable to IAC shareholders
|
$
|
304,924
|
|
|
$
|
20,963
|
|
|
$
|
418,941
|
|
|
$
|
(439,904
|
)
|
|
$
|
304,924
|
|
Comprehensive income attributable to IAC shareholders
|
$
|
367,370
|
|
|
$
|
7,629
|
|
|
$
|
498,032
|
|
|
$
|
(505,661
|
)
|
|
$
|
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)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(38,737
|
)
|
|
$
|
583,498
|
|
|
$
|
822,227
|
|
|
$
|
(378,860
|
)
|
|
$
|
988,128
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
(4,142
|
)
|
|
(50,530
|
)
|
|
(9,824
|
)
|
|
—
|
|
|
(64,496
|
)
|
|||||
Capital expenditures
|
(5,274
|
)
|
|
(1,396
|
)
|
|
(78,964
|
)
|
|
—
|
|
|
(85,634
|
)
|
|||||
Proceeds from maturities and sales of marketable debt securities
|
298,600
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
333,600
|
|
|||||
Purchases of marketable debt securities
|
(390,005
|
)
|
|
—
|
|
|
(59,671
|
)
|
|
—
|
|
|
(449,676
|
)
|
|||||
Net proceeds from the sale of businesses and investments
|
408
|
|
|
87,254
|
|
|
49,057
|
|
|
—
|
|
|
136,719
|
|
|||||
Purchases of investments
|
(39,180
|
)
|
|
—
|
|
|
(13,800
|
)
|
|
—
|
|
|
(52,980
|
)
|
|||||
Other, net
|
(5,000
|
)
|
|
7,451
|
|
|
6,576
|
|
|
—
|
|
|
9,027
|
|
|||||
Net cash (used in) provided by investing activities
|
(144,593
|
)
|
|
42,779
|
|
|
(71,626
|
)
|
|
—
|
|
|
(173,440
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases of IAC debt
|
(363
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(363
|
)
|
|||||
Proceeds from issuance of Match Group debt
|
—
|
|
|
—
|
|
|
260,000
|
|
|
—
|
|
|
260,000
|
|
|||||
Principal payments on ANGI Homeservices Term Loan
|
—
|
|
|
—
|
|
|
(13,750
|
)
|
|
—
|
|
|
(13,750
|
)
|
|||||
Debt issuance costs
|
—
|
|
|
—
|
|
|
(5,449
|
)
|
|
—
|
|
|
(5,449
|
)
|
|||||
Purchase of IAC treasury stock
|
(82,891
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,891
|
)
|
|||||
Purchase of Match Group treasury stock
|
—
|
|
|
—
|
|
|
(133,455
|
)
|
|
—
|
|
|
(133,455
|
)
|
|||||
Proceeds from the exercise of IAC stock options
|
41,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,700
|
|
|||||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
—
|
|
|
—
|
|
|
4,705
|
|
|
—
|
|
|
4,705
|
|
|||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(18,982
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,982
|
)
|
|||||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(237,564
|
)
|
|
—
|
|
|
(237,564
|
)
|
|||||
Dividends paid to Match Group noncontrolling interests
|
—
|
|
|
—
|
|
|
(105,126
|
)
|
|
—
|
|
|
(105,126
|
)
|
|||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(16,063
|
)
|
|
—
|
|
|
(16,063
|
)
|
|||||
Acquisition-related contingent consideration payments
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
—
|
|
|
(185
|
)
|
|||||
Intercompany
|
673,308
|
|
|
(625,338
|
)
|
|
(426,830
|
)
|
|
378,860
|
|
|
—
|
|
|||||
Other, net
|
2,674
|
|
|
(939
|
)
|
|
(7,110
|
)
|
|
—
|
|
|
(5,375
|
)
|
|||||
Net cash provided by (used in) financing activities
|
615,446
|
|
|
(626,277
|
)
|
|
(680,827
|
)
|
|
378,860
|
|
|
(312,798
|
)
|
|||||
Total cash provided
|
432,116
|
|
|
—
|
|
|
69,774
|
|
|
—
|
|
|
501,890
|
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
327
|
|
|
—
|
|
|
(2,214
|
)
|
|
—
|
|
|
(1,887
|
)
|
|||||
Net increase in cash, cash equivalents, and restricted cash
|
432,443
|
|
|
—
|
|
|
67,560
|
|
|
—
|
|
|
500,003
|
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
585,639
|
|
|
—
|
|
|
1,048,043
|
|
|
—
|
|
|
1,633,682
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
1,018,082
|
|
|
$
|
—
|
|
|
$
|
1,115,603
|
|
|
$
|
—
|
|
|
$
|
2,133,685
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
IAC Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(52,582
|
)
|
|
$
|
131,700
|
|
|
$
|
337,581
|
|
|
$
|
416,699
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
(2,550
|
)
|
|
(144,003
|
)
|
|
(146,553
|
)
|
||||
Capital expenditures
|
(337
|
)
|
|
(1,169
|
)
|
|
(74,017
|
)
|
|
(75,523
|
)
|
||||
Proceeds from maturities and sales of marketable debt securities
|
114,350
|
|
|
—
|
|
|
—
|
|
|
114,350
|
|
||||
Purchases of marketable debt securities
|
(29,891
|
)
|
|
—
|
|
|
—
|
|
|
(29,891
|
)
|
||||
Net proceeds from the sale of businesses and investments
|
1,266
|
|
|
—
|
|
|
184,512
|
|
|
185,778
|
|
||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(9,106
|
)
|
|
(9,106
|
)
|
||||
Other, net
|
—
|
|
|
1,944
|
|
|
1,050
|
|
|
2,994
|
|
||||
Net cash provided by (used in) investing activities
|
85,388
|
|
|
(1,775
|
)
|
|
(41,564
|
)
|
|
42,049
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Proceeds from issuance of IAC debt
|
—
|
|
|
—
|
|
|
517,500
|
|
|
517,500
|
|
||||
Repurchases of 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
|
|
||||
Proceeds from the exercise of Match Group and ANGI Homeservices stock options
|
—
|
|
|
—
|
|
|
61,095
|
|
|
61,095
|
|
||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(93,832
|
)
|
|
—
|
|
|
—
|
|
|
(93,832
|
)
|
||||
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
|
—
|
|
|
—
|
|
|
(264,323
|
)
|
|
(264,323
|
)
|
||||
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
|
)
|
||||
Intercompany
|
416,396
|
|
|
(129,925
|
)
|
|
(286,471
|
)
|
|
—
|
|
||||
Other, net
|
251
|
|
|
—
|
|
|
(5,251
|
)
|
|
(5,000
|
)
|
||||
Net cash used in financing activities
|
(21,026
|
)
|
|
(129,925
|
)
|
|
(45,918
|
)
|
|
(196,869
|
)
|
||||
Total cash provided
|
11,780
|
|
|
—
|
|
|
250,099
|
|
|
261,879
|
|
||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
75
|
|
|
—
|
|
|
11,529
|
|
|
11,604
|
|
||||
Net increase in cash, cash equivalents, and restricted cash
|
11,855
|
|
|
—
|
|
|
261,628
|
|
|
273,483
|
|
||||
Cash, cash equivalents, and restricted cash at beginning of period
|
573,784
|
|
|
—
|
|
|
786,415
|
|
|
1,360,199
|
|
||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
585,639
|
|
|
$
|
—
|
|
|
$
|
1,048,043
|
|
|
$
|
1,633,682
|
|
|
IAC
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
IAC Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(62,686
|
)
|
|
$
|
128,503
|
|
|
$
|
278,421
|
|
|
$
|
—
|
|
|
$
|
344,238
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
—
|
|
|
—
|
|
|
(18,403
|
)
|
|
—
|
|
|
(18,403
|
)
|
|||||
Capital expenditures
|
(479
|
)
|
|
(5,792
|
)
|
|
(71,768
|
)
|
|
—
|
|
|
(78,039
|
)
|
|||||
Proceeds from maturities and sales of marketable debt securities
|
252,369
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
252,369
|
|
|||||
Purchases of marketable debt securities
|
(313,943
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(313,943
|
)
|
|||||
Investments in time deposits
|
—
|
|
|
—
|
|
|
(87,500
|
)
|
|
—
|
|
|
(87,500
|
)
|
|||||
Proceeds from maturities of time deposits
|
—
|
|
|
—
|
|
|
87,500
|
|
|
—
|
|
|
87,500
|
|
|||||
Net proceeds from the sale of businesses and investments
|
73,843
|
|
|
1,779
|
|
|
96,606
|
|
|
—
|
|
|
172,228
|
|
|||||
Purchases of investments
|
—
|
|
|
—
|
|
|
(12,565
|
)
|
|
—
|
|
|
(12,565
|
)
|
|||||
Intercompany
|
(155,104
|
)
|
|
—
|
|
|
—
|
|
|
155,104
|
|
|
—
|
|
|||||
Other, net
|
126
|
|
|
910
|
|
|
10,179
|
|
|
—
|
|
|
11,215
|
|
|||||
Net cash (used in) provided by investing activities
|
(143,188
|
)
|
|
(3,103
|
)
|
|
4,049
|
|
|
155,104
|
|
|
12,862
|
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Repurchases of 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
|
|
|||||
Proceeds from the exercise of Match Group stock options
|
—
|
|
|
—
|
|
|
39,378
|
|
|
—
|
|
|
39,378
|
|
|||||
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
|
(26,716
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,716
|
)
|
|||||
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
|
)
|
|||||
Intercompany
|
122,965
|
|
|
(122,965
|
)
|
|
155,104
|
|
|
(155,104
|
)
|
|
—
|
|
|||||
Other, net
|
(313
|
)
|
|
(2,084
|
)
|
|
(308
|
)
|
|
—
|
|
|
(2,705
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(315,000
|
)
|
|
(125,400
|
)
|
|
103,364
|
|
|
(155,104
|
)
|
|
(492,140
|
)
|
|||||
Total cash (used) provided
|
(520,874
|
)
|
|
—
|
|
|
385,834
|
|
|
—
|
|
|
(135,040
|
)
|
|||||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
—
|
|
|
—
|
|
|
(6,434
|
)
|
|
—
|
|
|
(6,434
|
)
|
|||||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
(520,874
|
)
|
|
—
|
|
|
379,400
|
|
|
—
|
|
|
(141,474
|
)
|
|||||
Cash, cash equivalents, and restricted cash at beginning of period
|
1,094,658
|
|
|
—
|
|
|
407,015
|
|
|
—
|
|
|
1,501,673
|
|
|||||
Cash, cash equivalents, and restricted cash at end of period
|
$
|
573,784
|
|
|
$
|
—
|
|
|
$
|
786,415
|
|
|
$
|
—
|
|
|
$
|
1,360,199
|
|
|
Quarter Ended
March 31
(a)
|
|
Quarter Ended
June 30
(b)
|
|
Quarter Ended
September 30
(c)
|
|
Quarter Ended
December 31
(d)
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
995,075
|
|
|
$
|
1,059,122
|
|
|
$
|
1,104,592
|
|
|
$
|
1,104,103
|
|
Cost of revenue
|
201,962
|
|
|
218,224
|
|
|
237,238
|
|
|
253,722
|
|
||||
Operating income
|
89,950
|
|
|
168,437
|
|
|
172,832
|
|
|
133,920
|
|
||||
Net earnings
|
87,839
|
|
|
280,854
|
|
|
171,577
|
|
|
217,477
|
|
||||
Net earnings attributable to IAC shareholders
|
71,082
|
|
|
218,353
|
|
|
145,774
|
|
|
191,752
|
|
||||
Per share information attributable to IAC shareholders:
|
|||||||||||||||
Basic earnings per share
(g)
|
$
|
0.86
|
|
|
$
|
2.61
|
|
|
$
|
1.75
|
|
|
$
|
2.29
|
|
Diluted earnings per share
(g)
|
$
|
0.71
|
|
|
$
|
2.32
|
|
|
$
|
1.49
|
|
|
$
|
2.04
|
|
|
|
|
|
|
|
|
|
||||||||
|
Quarter Ended
March 31
|
|
Quarter Ended
June 30
|
|
Quarter Ended
September 30
(e)
|
|
Quarter Ended
December 31
(f)
|
||||||||
|
(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
(g)
|
$
|
0.34
|
|
|
$
|
0.84
|
|
|
$
|
2.22
|
|
|
$
|
0.40
|
|
Diluted earnings per share
(g)
|
$
|
0.29
|
|
|
$
|
0.70
|
|
|
$
|
1.79
|
|
|
$
|
0.37
|
|
(a)
|
The first quarter of 2018 includes after-tax stock-based compensation expense of
$14.6 million
related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, and the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination, as well as after-tax costs of
$4.1 million
related to the Combination (including
$2.8 million
of deferred revenue write-offs).
|
(b)
|
The second quarter of 2018 includes:
|
i.
|
after-tax stock-based compensation expense of
$12.8 million
related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination, and the acceleration of certain converted equity awards resulting from the termination of Angie's List employees in connection with the Combination, as well as after-tax costs of
$2.0 million
related to the Combination (including
$1.8 million
of deferred revenue write-offs).
|
ii.
|
after-tax realized and unrealized gains of
$133.3 million
related to the sale of a certain equity investment.
|
(c)
|
The third quarter of 2018 includes after-tax stock-based compensation expense of
$12.3 million
related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination.
|
(d)
|
The fourth quarter of
2018
includes:
|
i.
|
after-tax stock-based compensation expense of
$14.4 million
related to the modification of previously issued HomeAdvisor equity awards and previously issued Angie's List equity awards, both of which were converted into ANGI Homeservices' equity awards in the Combination.
|
ii.
|
combined after-tax gains of
$92.5 million
related to the sales of Dictionary.com, Electus, Felix and CityGrid.
|
iii.
|
after-tax impairment charges related to indefinite-lived intangible assets of
$21.3 million
.
|
(e)
|
The third quarter of 2017 includes:
|
i.
|
after-tax stock-based compensation expense of
$60.9 million
related 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.
|
ii.
|
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.
|
(f)
|
The fourth quarter of 2017 includes after-tax stock-based compensation expense of
$15.8 million
related 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).
|
(g)
|
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.
|
|
|
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.
|
|
|
3.5
|
|
|
Certificate of Designations of Series D 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.
|
|
|
4.2
|
|
|
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.
|
|
|
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 for 6.375% Senior Notes, dated June 1, 2016, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.5
|
|
|
Indenture for 5.00% Senior Notes, dated as of December 4, 2017, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee.
|
|
|
4.6
|
|
|
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
|
|
|
10.1
|
|
|
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 2018 Stock and Annual Incentive Plan.(1)
|
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.(1)(2)
|
|
|
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.(1)(2)
|
|
|
|
10.7
|
|
|
IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)
|
|
|
10.8
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)
|
|
|
10.9
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(1)
|
|
|
10.10
|
|
|
IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1)
|
|
|
10.11
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1)
|
|
|
10.12
|
|
|
Form of Terms and Conditions for Restricted Stock Units granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(1)
|
|
|
10.13
|
|
|
IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(1)
|
|
|
10.14
|
|
|
Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(1)
|
|
|
10.15
|
|
|
Summary of Non-Employee Director Compensation Arrangements.(1)
|
|
|
10.16
|
|
|
2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors.(1)
|
|
10.17
|
|
|
Equity and Bonus Compensation Arrangement, dated as of August 24, 1995, between Barry Diller and the Registrant.
|
|
|
10.18
|
|
|
Employment Agreement between Joseph Levin and the Registrant, dated as of November 21, 2017.(1)
|
|
|
10.19
|
|
|
Second Amended and Restated Employment Agreement between Victor A. Kaufman and the Registrant, dated as of March 15, 2012.(1)
|
|
|
10.20
|
|
|
Employment Agreement between Glenn H. Schiffman and the Registrant, dated as of April 7, 2016.(1)
|
|
|
10.21
|
|
|
Employment Agreement between Mark Stein and the Registrant, dated as of June 28, 2018.(1)
|
|
|
10.22
|
|
|
Employment Agreement between Gregg Winiarski and the Registrant, dated as of February 26, 2010.(1)
|
|
|
10.23
|
|
|
Google Services Agreement, dated as of October 26, 2015, between the Registrant and Google Inc.(3)
|
|
10.24
|
|
|
Second Amended and Restated Credit Agreement, dated as of November 5, 2018, by and among IAC Group, LLC, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
|
10.25
|
|
|
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.
|
|
|
10.26
|
|
|
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.
|
|
|
10.27
|
|
|
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.
|
|
|
10.28
|
|
|
Amendment No. 5, dated as of December 7, 2018, 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 and as further amended August 14, 2017, among Match Group, Inc., as Borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
|
|
|
10.29
|
|
|
Amended and Restated Credit Agreement, dated as of November 5, 2018, by and among ANGI Homeservices Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
|
|
10.30
|
|
|
Master Transaction Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc..
|
|
|
10.31
|
|
|
Employee Matters Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.32
|
|
|
Amendment No.1 to Employee Matters Agreement, dated as of April 13, 2016, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.33
|
|
|
Investor Rights Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.34
|
|
|
Tax Sharing Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.35
|
|
|
Services Agreement, dated as of November 24, 2015, by and between IAC/InterActiveCorp and Match Group, Inc.
|
|
|
10.36
|
|
|
Contribution Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.37
|
|
|
Employee Matters Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
10.38
|
|
|
Investor Rights Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.39
|
|
|
Tax Sharing Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.
|
|
|
10.40
|
|
|
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, 2018.(2)
|
|
|
|
|
|
Consent of Ernst & Young LLP.(2)
|
|
|
|
|
|
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.(2)
|
|
|
|
|
|
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.(2)
|
|
|
|
|
|
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.(2)
|
|
|
|
Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 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 (2)
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema (2)
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation (2)
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition (2)
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels (2)
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation (2)
|
|
|
(1)
|
Reflects management contracts and management and director compensatory plans.
|
(2)
|
Filed herewith.
|
(3)
|
Certain portions of this document have been omitted pursuant to a confidential treatment request.
|
(4)
|
Furnished herewith.
|
March 1, 2019
|
|
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)
|
||||||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts and revenue reserves
|
$
|
11,489
|
|
|
$
|
48,445
|
|
(a)
|
$
|
(573
|
)
|
|
$
|
(40,501
|
)
|
(d)
|
$
|
18,860
|
|
Deferred tax valuation allowance
|
132,598
|
|
|
(20,746
|
)
|
(b)
|
4,001
|
|
(c)
|
—
|
|
|
115,853
|
|
|||||
Other reserves
|
2,544
|
|
|
|
|
|
|
|
|
7,734
|
|
||||||||
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
|
|
(e)
|
6,284
|
|
(f)
|
—
|
|
|
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
|
)
|
(g)
|
(1,475
|
)
|
(h)
|
—
|
|
|
88,170
|
|
|||||
Other reserves
|
2,801
|
|
|
|
|
|
|
|
|
2,822
|
|
(a)
|
Additions to the allowance for doubtful accounts are charged to expense. Additions to the revenue reserves are charged against revenue.
|
(b)
|
Amount is primarily related to a decrease in foreign tax credits subject to a valuation allowance and the realization of previously unbenefited capital losses, partially offset by an increase in state net operating losses and foreign interest deduction carryforwards.
|
(c)
|
Amount is primarily related to acquired federal and state NOLs, partially offset by currency translation adjustments on foreign NOLs.
|
(d)
|
Write-off of fully reserved accounts receivable.
|
(e)
|
Amount is due primarily to the establishment of foreign NOLs related to an acquisition.
|
(f)
|
Amount is primarily related to acquired state NOLs, acquired foreign tax credits and currency translation adjustments on foreign NOLs.
|
(g)
|
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.
|
(h)
|
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.
|
Entity
|
|
Jurisdiction of Formation
|
|
|
|
24apps GmbH
|
|
Austria
|
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
|
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
|
BlueCrew, Inc.
|
|
Delaware
|
BlueCrew, LLC
|
|
Delaware
|
Buzz Technologies, Inc.
|
|
Washington
|
CH Pacific, LLC
|
|
Delaware
|
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
|
Diamond Dogs, LLC
|
|
Delaware
|
Epic Enterprises LLC
|
|
New Jersey
|
Eureka SG Pte. Ltd.
|
|
Singapore
|
Eureka Taiwan
|
|
Taiwan
|
Eureka, Inc.
|
|
Japan
|
Exec, Inc.
|
|
Delaware
|
Falcon Holdings II, LLC
|
|
Delaware
|
Entity
|
|
Jurisdiction of Formation
|
Five Star Matchmaking Information Technology (Beijing) Co., Ltd.
|
|
People’s Republic of China
|
FriendScout24 GmbH
|
|
Germany
|
Good Hang, LLC
|
|
Delaware
|
HABC Assets, LLC
|
|
Delaware
|
Handy Inventory, LLC
|
|
Delaware
|
Handy Platform Limited
|
|
Ireland
|
Handy Technologies, Inc.
|
|
Delaware
|
HandyBook Canada ULC
|
|
British Columbia
|
Hinge, Inc.
|
|
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
|
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
|
IAC FinanceCo, Inc.
|
|
Delaware
|
IAC Group, LLC
|
|
Delaware
|
IAC Publishing Holding Limited Partnership
|
|
Ireland
|
IAC Publishing, LLC
|
|
Delaware
|
IAC Search & Media (Canada) Inc.
|
|
Canada
|
Entity
|
|
Jurisdiction of Formation
|
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
|
Inflight Entertainment, 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
|
iTranslate GmbH
|
|
Germany
|
Life123, Inc.
|
|
Delaware
|
Livestream Inc.
|
|
Delaware
|
Livestream Limited
|
|
England and Wales
|
Livestream LLC
|
|
New York
|
M8 Singlesnet LLC
|
|
Delaware
|
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
|
Entity
|
|
Jurisdiction of Formation
|
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
|
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
|
Entity
|
|
Jurisdiction of Formation
|
MyHammer AG
|
|
Germany
|
MyHammer Holding AG
|
|
Germany
|
Neu.de GmbH
|
|
Germany
|
Nexus Dating Limited
|
|
England and Wales
|
NRelate LLC
|
|
Delaware
|
Oportuna I, 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
|
Pronto, LLC
|
|
Delaware
|
Publishing Partner, LLC
|
|
Delaware
|
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
|
SpeedDate.com, LLC
|
|
Delaware
|
Spotlight Studios, LLC
|
|
Delaware
|
Stage Four, LLC
|
|
Delaware
|
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
|
TelTech Systems, Inc.
|
|
Delaware
|
The Daily Beast Company LLC
|
|
Delaware
|
The IAC Foundation, Inc.
|
|
Delaware
|
Tinder Development, LLC
|
|
Delaware
|
Tinder, LLC
|
|
Delaware
|
Entity
|
|
Jurisdiction of Formation
|
TMC Realty, L.L.C.
|
|
Delaware
|
TPR/Tutor Holdings, LLC
|
|
Delaware
|
Travaux.com S.à r.l.
|
|
France
|
USA Video Distribution LLC
|
|
Delaware
|
USANi LLC
|
|
Delaware
|
USANi Sub LLC
|
|
Delaware
|
VHX Corporation
|
|
Delaware
|
Vimeo FinanceCo, LLC
|
|
Delaware
|
Vimeo Technologies Private Limited
|
|
India
|
Vimeo, Inc.
|
|
Delaware
|
Wanderspot LLC
|
|
Washington
|
We are Mop! Limited
|
|
England and Wales
|
Werkspot BV
|
|
Netherlands
|
1.
|
I have reviewed this report on Form 10-K for the fiscal year ended
December 31, 2018
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, 2019
|
|
/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, 2018
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, 2019
|
|
/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, 2018
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, 2019
|
|
/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, 2018
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, 2019
|
|
/s/ BARRY DILLER
|
|
|
|
Barry Diller
Chairman and Senior Executive
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended
December 31, 2018
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, 2019
|
|
/s/ JOSEPH LEVIN
|
|
|
|
Joseph Levin
Chief Executive Officer
|
(1)
|
the Annual Report on Form 10-K for the fiscal year ended
December 31, 2018
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, 2019
|
|
/s/ GLENN H. SCHIFFMAN
|
|
|
|
Glenn H. Schiffman
Executive Vice President and Chief Financial Officer
|