Document


As filed with the Securities and Exchange Commission on November 9, 2018


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2018
Or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________                            
Commission File No. 0-20570
 
https://cdn.kscope.io/5e435b53b295caa3e338db01721b9dfe-iaclogo2017630a05.jpg
IAC/INTERACTIVECORP
(Exact name of registrant as specified in its charter)
Delaware
 (State or other jurisdiction of
incorporation or organization)
 
59-2712887
(I.R.S. Employer
Identification No.)
 555 West 18th Street, New York, New York 10011
 (Address of registrant's principal executive offices)
 (212) 314-7300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting
 company o
 
Emerging growth
company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý
As of November 2, 2018, the following shares of the registrant's common stock were outstanding:
Common Stock
77,724,487

Class B Common Stock
5,789,499

Total outstanding Common Stock
83,513,986


The aggregate market value of the voting common stock held by non-affiliates of the registrant as of November 2, 2018 was $15,278,631,437. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant.



TABLE OF CONTENTS
 
 
Page
Number
 


2

Table of Contents

PART I
FINANCIAL INFORMATION
Item 1.    Consolidated Financial Statements
IAC/INTERACTIVECORP
CONSOLIDATED BALANCE SHEET
(Unaudited)
 
September 30, 2018
 
December 31, 2017
 
(In thousands, except par value amounts)
ASSETS
 
 
 
Cash and cash equivalents
$
1,670,984

 
$
1,630,809

Marketable securities
208,555

 
4,995

Accounts receivable, net of allowance of $19,835 and $11,489, respectively
347,158

 
304,027

Other current assets
246,197

 
185,374

Total current assets
2,472,894

 
2,125,205

 
 
 
 
Property and equipment, net of accumulated depreciation and amortization of $283,129 and $271,811, respectively
308,465

 
315,170

Goodwill
2,572,221

 
2,559,066

Intangible assets, net of accumulated amortization of $129,842 and $74,957,
respectively
624,102

 
663,737

Long-term investments
217,615

 
64,977

Deferred income taxes
84,817

 
66,321

Other non-current assets
92,233

 
73,334

TOTAL ASSETS
$
6,372,347

 
$
5,867,810

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
LIABILITIES:
 
 
 
Current portion of long-term debt
$
13,750

 
$
13,750

Accounts payable, trade
76,193

 
76,571

Deferred revenue
381,397

 
342,483

Accrued expenses and other current liabilities
422,165

 
366,924

Total current liabilities
893,505

 
799,728

 
 
 
 
Long-term debt, net
1,983,993

 
1,979,469

Income taxes payable
25,241

 
25,624

Deferred income taxes
34,861

 
35,070

Other long-term liabilities
36,625

 
38,229

 
 
 
 
Redeemable noncontrolling interests
69,530

 
42,867

 
 
 
 
Commitments and contingencies

 

 
 
 
 
SHAREHOLDERS' EQUITY:
 
 
 
Common stock $.001 par value; authorized 1,600,000 shares; issued 262,040 and 260,624 shares, respectively, and outstanding 77,701 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
11,955,629

 
12,165,002

Retained earnings
1,067,042

 
595,038

Accumulated other comprehensive loss
(112,855
)
 
(103,568
)
Treasury stock 194,708 and 194,163 shares, respectively
(10,309,612
)
 
(10,226,721
)
Total IAC shareholders' equity
2,600,482

 
2,430,028

Noncontrolling interests
728,110

 
516,795

Total shareholders' equity
3,328,592

 
2,946,823

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$
6,372,347

 
$
5,867,810

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

3




IAC/INTERACTIVECORP
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands, except per share data)
Revenue
$
1,104,592

 
$
828,434

 
$
3,158,789

 
$
2,356,654

Operating costs and expenses:
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)
237,238

 
166,290

 
657,424

 
451,281

Selling and marketing expense
386,802

 
352,879

 
1,159,294

 
1,023,394

General and administrative expense
190,903

 
235,580

 
563,450

 
529,397

Product development expense
77,740

 
70,645

 
230,122

 
180,835

Depreciation
18,925

 
17,263

 
56,987

 
55,490

Amortization of intangibles
20,152

 
4,366

 
60,293

 
22,151

Total operating costs and expenses
931,760

 
847,023

 
2,727,570

 
2,262,548

Operating income (loss)
172,832

 
(18,589
)
 
431,219

 
94,106

Interest expense
(27,610
)
 
(25,036
)
 
(81,471
)
 
(74,556
)
Other income (expense), net
8,113

 
(10,216
)
 
174,635

 
(7,700
)
Earnings (loss) before income taxes
153,335

 
(53,841
)
 
524,383

 
11,850

Income tax benefit
18,242

 
279,480

 
15,887

 
322,809

Net earnings
171,577

 
225,639

 
540,270

 
334,659

Net earnings attributable to noncontrolling interests
(25,803
)
 
(45,996
)
 
(105,061
)
 
(62,539
)
Net earnings attributable to IAC shareholders
$
145,774

 
$
179,643

 
$
435,209

 
$
272,120

 
 
 
 
 
 
 
 
Per share information attributable to IAC shareholders:
 
 
 
 
 
 
Basic earnings per share
$
1.75

 
$
2.22

 
$
5.22

 
$
3.43

Diluted earnings per share
$
1.49

 
$
1.79

 
$
4.55

 
$
2.82

 
 
 
 
 
 
 
 
Stock-based compensation expense by function:
 
 
 
 
 
 
 
Cost of revenue
$
512

 
$
414

 
$
1,937

 
$
1,389

Selling and marketing expense
1,837

 
20,970

 
5,679

 
24,420

General and administrative expense
44,242

 
94,432

 
134,743

 
153,123

Product development expense
8,772

 
18,656

 
29,647

 
28,430

Total stock-based compensation expense
$
55,363

 
$
134,472

 
$
172,006

 
$
207,362

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

4




IAC/INTERACTIVECORP
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Net earnings
$
171,577

 
$
225,639

 
$
540,270

 
$
334,659

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Change in foreign currency translation adjustment
(1,050
)
 
44,126

 
(12,233
)
 
84,824

Change in unrealized gains and losses on available-for-sale securities (net of tax benefit of $4 for the three months ended September 30, 2018, and net of tax benefit of $3,846 for the nine months ended September 30, 2017)
(28
)
 

 
(15
)
 
(4,026
)
Total other comprehensive (loss) income
(1,078
)
 
44,126

 
(12,248
)
 
80,798

Comprehensive income, net of tax
170,499

 
269,765

 
528,022

 
415,457

Components of comprehensive income attributable to noncontrolling interests:
 
 
 
 
 
 
 
Net earnings attributable to noncontrolling interests
(25,803
)
 
(45,996
)
 
(105,061
)
 
(62,539
)
Change in foreign currency translation adjustment attributable to noncontrolling interests
549

 
(6,901
)
 
2,632

 
(14,188
)
Comprehensive income attributable to noncontrolling interests
(25,254
)
 
(52,897
)
 
(102,429
)
 
(76,727
)
Comprehensive income attributable to IAC shareholders
$
145,245

 
$
216,868

 
$
425,593

 
$
338,730



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

5




IAC/INTERACTIVECORP
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Nine Months Ended September 30, 2018
(Unaudited)
 
 
 
 
IAC Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
Class B
Convertible
Common
Stock $.001
Par Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common
Stock $.001
Par Value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Total IAC
Shareholders'
Equity
 
 
 
 
 
Redeemable
Noncontrolling
Interests
 
 
Additional
Paid-in
Capital
 
Retained Earnings
 
Treasury
Stock
 
 
Noncontrolling
Interests
 
Total
Shareholders'
Equity
 
$
 
Shares
 
$
 
Shares
 
 
 
 
 
 
(In thousands)
 
 
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
34,481

 
 

 

 

 

 

 
435,209

 

 

 
435,209

 
70,580

 
505,789

Other comprehensive loss, net of tax
(710
)
 
 

 

 

 

 

 

 
(9,616
)
 

 
(9,616
)
 
(1,922
)
 
(11,538
)
Stock-based compensation expense
1,084

 
 

 

 

 

 
52,763

 

 

 

 
52,763

 
118,159

 
170,922

Issuance of common stock pursuant to stock-based awards, net of withholding taxes

 
 
1

 
1,416

 

 

 
34,902

 

 

 

 
34,903

 

 
34,903

Purchase of treasury stock

 
 

 

 

 

 

 

 

 
(82,891
)
 
(82,891
)
 

 
(82,891
)
Purchase of noncontrolling interests
(3,562
)
 
 

 

 

 

 

 

 

 

 

 
(1,236
)
 
(1,236
)
Adjustment of redeemable noncontrolling interests to fair value
(372
)
 
 

 

 

 

 
372

 

 

 

 
372

 

 
372

Issuance of Match Group common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests in Match Group

 
 

 

 

 

 
(270,149
)
 

 
347

 

 
(269,802
)
 
1,689

 
(268,113
)
Issuance of ANGI Homeservices common stock pursuant to stock-based awards, net of withholding taxes, and impact to noncontrolling interests in ANGI Homeservices

 
 

 

 

 

 
(29,530
)
 

 
(18
)
 

 
(29,548
)
 
6,006

 
(23,542
)
Noncontrolling interests created in acquisitions
2,261

 
 

 

 

 

 

 

 

 

 

 
14,246

 
14,246

Other
(6,519
)
 
 

 

 

 

 
2,269

 

 

 

 
2,269

 
383

 
2,652

Balance at September 30, 2018
$
69,530

 
 
$
262

 
262,040

 
$
16

 
16,157

 
$
11,955,629

 
$
1,067,042

 
$
(112,855
)
 
$
(10,309,612
)
 
$
2,600,482

 
$
728,110

 
$
3,328,592

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

6




IAC/INTERACTIVECORP
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
 
Nine Months Ended September 30,
 
2018
 
2017
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net earnings
$
540,270

 
$
334,659

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Stock-based compensation expense
172,006

 
207,362

Amortization of intangibles
60,293

 
22,151

Depreciation
56,987

 
55,490

Bad debt expense
35,521

 
20,935

Deferred income taxes
(36,866
)
 
(344,120
)
Unrealized gains on equity securities, net
(126,444
)
 

Gains from the sale of investments and businesses, net
(27,240
)
 
(24,031
)
Other adjustments, net
12,677

 
35,662

Changes in assets and liabilities, net of effects of acquisitions and dispositions:


 
 
Accounts receivable
(78,665
)
 
(78,612
)
Other assets
(48,935
)
 
(17,326
)
Accounts payable and other liabilities
57,891

 
36,407

Income taxes payable and receivable
1,971

 
4,433

Deferred revenue
52,234

 
44,791

Net cash provided by operating activities
671,700

 
297,801

Cash flows from investing activities:
 
 
 
Acquisitions, net of cash acquired
(17,635
)
 
(69,113
)
Capital expenditures
(60,113
)
 
(56,519
)
Proceeds from maturities and sales of marketable debt securities
125,000

 
114,350

Purchases of marketable debt securities
(326,906
)
 
(24,909
)
Purchases of investments
(32,180
)
 
(9,105
)
Net proceeds from the sale of investments and businesses
28,630

 
125,220

Other, net
9,646

 
1,319

Net cash (used in) provided by investing activities
(273,558
)
 
81,243

Cash flows from financing activities:
 
 
 
Repurchases of IAC debt
(363
)
 
(31,590
)
Proceeds from issuance of Match Group debt

 
75,000

Principal payments on ANGI Homeservices debt
(10,313
)
 

Purchase of IAC treasury stock
(82,891
)
 
(56,424
)
Purchase of Match Group treasury stock
(86,239
)
 

Proceeds from the exercise of IAC stock options
38,903

 
69,065

Proceeds from the exercise of Match Group and ANGI Homeservices stock options
2,876

 
57,705

Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
(3,011
)
 
(57,180
)
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards
(208,962
)
 
(228,978
)
 Purchase of Match Group stock-based awards

 
(272,459
)
 Purchase of noncontrolling interests
(4,798
)
 
(13,011
)
Acquisition-related contingent consideration payments
(185
)
 
(27,289
)
Debt issuance costs

 
(2,637
)
Other, net
(4,873
)
 
(5,002
)
Net cash used in financing activities
(359,856
)
 
(492,800
)
Total cash provided (used)
38,286

 
(113,756
)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(207
)
 
9,401

Net increase (decrease) in cash, cash equivalents, and restricted cash
38,079

 
(104,355
)
Cash, cash equivalents, and restricted cash at beginning of period
1,633,682

 
1,360,199

Cash, cash equivalents, and restricted cash at end of period
$
1,671,761

 
$
1,255,844


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

7

Table of Contents
IAC/INTERACTIVECORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
IAC operates Vimeo, Dotdash, The Daily Beast and Investopedia, among many others, and also has majority ownership of both Match Group, which includes Tinder, Match, PlentyOfFish, and OkCupid, and ANGI Homeservices, which includes HomeAdvisor and Angie’s List.
All references to "IAC," the "Company," "we," "our" or "us" in this report are to IAC/InterActiveCorp.
As of September 30, 2018, IAC’s economic and voting interest in:
Match Group were 80.9%, and 97.5%, respectively. All references to "Match Group" or "MTCH" in this report are to Match Group, Inc.
ANGI Homeservices were 86.3%, and 98.4%, respectively. All reference to "ANGI Homeservices" or "ANGI" in this report are to ANGI Homeservices Inc.
Basis of Consolidation and Accounting for Investments
The Company prepares its consolidated financial statements in accordance with U.S. generally accepted accounting principles ("GAAP").
The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all entities in which the Company has a controlling financial interest. Intercompany transactions and accounts have been eliminated.
Investments in the common stock or in-substance common stock of entities in which the Company has the ability to exercise significant influence over the operating and financial matters of the investee, but does not have a controlling financial interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet.
Investments in equity securities, other than those of our consolidated subsidiaries and those accounted for under the equity method, are accounted for at fair value or under the measurement alternative of Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, upon its adoption on January 1, 2018, with changes recognized within other income (expense), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer and value is generally determined based on a market approach as of the transaction date. An investment will be considered identical or similar if it has identical or similar rights to the equity investments held by the Company. The Company reviews impairment of our equity securities each reporting period when there are qualitative indicators that may indicate impairment. Once the qualitative indicators are identified and the fair value of the security is less than its carrying value, the Company will write down the security to its fair value and record the corresponding charge within other income (expense), net. See "Accounting Pronouncements adopted by the Company" below for further information.
In management's opinion, the unaudited interim consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, consisting of normal and recurring adjustments, necessary for the fair presentation of our financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

8

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

Accounting Estimates
Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with GAAP. These estimates, judgments and assumptions impact the reported amounts of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
On an ongoing basis, the Company evaluates its estimates and judgments, including those related to: the recoverability of goodwill and indefinite-lived intangible assets; the useful lives and recoverability of definite-lived intangible assets and property and equipment; the fair values of marketable debt securities and equity securities without readily determinable fair values; the carrying value of accounts receivable, including the determination of the allowance for doubtful accounts; the determination of revenue reserves; the fair value of acquisition-related contingent consideration arrangements; unrecognized tax benefits; the valuation allowance for deferred income tax assets; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates and judgments on historical experience, its forecasts and budgets and other factors that the Company considers relevant.
Certain Risks and Concentrations
A meaningful portion of the Company's revenue is derived from online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or changes in advertising spending behavior or in customer buying behavior could adversely affect our operating results. Most of the Company's online advertising revenue is attributable to a services agreement with Google Inc. ("Google").
The services agreement became effective on April 1, 2016, following the expiration of the previous services agreement, and expires on March 31, 2020; however, the Company may choose to terminate the agreement effective March 31, 2019. The services agreement requires that the Company comply with certain guidelines promulgated by Google. Google may generally unilaterally update its policies and guidelines without advance notice, which could in turn require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on our business, financial condition and results of operations. Google’s previously announced policy changes related to its Chrome browser became effective on September 12, 2018 and negatively impacted the distribution of our desktop products through the Chrome Web Store.  The impact of these changes on revenue and profits in the third quarter of 2018 were modest as the Company optimized marketing spend in anticipation of the changes.  While these changes will reduce revenue and profits of these products in the future, the negative effect on overall Applications revenue and profits are expected to be partially offset by marketing optimization and growth at our Mobile businesses.  The estimated fair value of the Applications reporting unit exceeded its carrying value by approximately 5% and the fair value of the related intangible asset approximated its carrying value as of our most recent assessment. As of September 30, 2018, the goodwill balance of the Applications reporting unit and the carrying value of the related intangible asset are $460.1 million and $56.6 million, respectively.
For the three and nine months ended September 30, 2018, revenue earned from Google was $204.4 million and $620.7 million, representing 19% and 20%, respectively, of the Company's consolidated revenue. For the three and nine months ended September 30, 2017, revenue earned from Google was $176.8 million and $539.2 million, representing 21% and 23%, respectively, of the Company's consolidated revenue. This revenue is earned principally by the businesses comprising the Applications and Publishing segments. For the three and nine months ended September 30, 2018, revenue earned from Google represents 72% and 76%, respectively, of Applications revenue and 67% and 71%, respectively, of Publishing revenue. For the three and nine months ended September 30, 2017, revenue earned from Google represents 82% and 83% of Applications revenue and 72% and 71% of Publishing revenue. Accounts receivable related to revenue earned from Google totaled $73.1 million and $72.4 million at September 30, 2018 and December 31, 2017, respectively.
Recent Accounting Pronouncements
Accounting Pronouncements adopted by the Company
ASU No. 2014-09, Revenue from Contracts with Customers

9

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

In May 2014, the FASB issued ASU No. 2014-09, which superseded nearly all previous revenue recognition guidance. The Company adopted ASU No. 2014-09 effective January 1, 2018 using the modified retrospective transition method for open contracts as of the date of initial application. The cumulative effect to the Company's retained earnings at January 1, 2018 was an increase of $40.2 million, of which $3.4 million was related to the noncontrolling interest in ANGI; the adjustment to retained earnings was principally related to the Company’s ANGI Homeservices and Applications segments.
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.
The adoption of ASU No. 2014-09 will not have a material effect on the Company’s results of operations or cash flows for the year ending December 31, 2018. See "Note 2—Revenue Recognition" for additional information on the impact to the Company.
The Company's disaggregated revenue disclosures are presented in "Note 9—Segment Information."
The following tables present the impact of the adoption of ASU No. 2014-09 by segment under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, as reported, and ASC 605, Revenue Recognition, for the three and nine months ended September 30, 2018.
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
(In thousands)
Revenue by segment:
 
 
 
 
 
 
 
 
 
 
 
Match Group
$
443,943

 
$
443,943

 
$

 
$
1,272,506

 
$
1,272,506

 
$

ANGI Homeservices
303,116

 
303,116

 

 
853,249

 
853,249

 

Video
64,193

 
64,440

 
(247
)
 
193,112

 
194,049

 
(937
)
Applications
153,973

 
153,863

 
110

 
429,034

 
429,118

 
(84
)
Publishing
139,439

 
139,439

 

 
411,116

 
411,116

 

Inter-segment eliminations
(72
)
 
(72
)
 

 
(228
)
 
(228
)
 

Total
$
1,104,592

 
$
1,104,729

 
$
(137
)
 
$
3,158,789

 
$
3,159,810

 
$
(1,021
)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
(In thousands)
Operating costs and expenses by segment:
Match Group
$
304,048

 
$
304,048

 
$

 
$
870,213

 
$
870,213

 
$

ANGI Homeservices
269,601

 
269,352

 
249

 
807,228

 
815,190

 
(7,962
)
Video
74,443

 
74,756

 
(313
)
 
234,219

 
234,941

 
(722
)
Applications
120,932

 
119,962

 
970

 
337,455

 
335,184

 
2,271

Publishing
122,041

 
122,041

 

 
365,100

 
365,100

 

Corporate
40,695

 
40,695

 

 
113,355

 
113,355

 

Total
$
931,760

 
$
930,854

 
$
906

 
$
2,727,570

 
$
2,733,983

 
$
(6,413
)
 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
(In thousands)
Operating income (loss) by segment:
Match Group
$
139,895

 
$
139,895

 
$

 
$
402,293

 
$
402,293

 
$

ANGI Homeservices
33,515

 
33,764

 
(249
)
 
46,021

 
38,059

 
7,962

Video
(10,250
)
 
(10,316
)
 
66

 
(41,107
)
 
(40,892
)
 
(215
)
Applications
33,041

 
33,901

 
(860
)
 
91,579

 
93,934

 
(2,355
)
Publishing
17,398

 
17,398

 

 
46,016

 
46,016

 

Corporate
(40,767
)
 
(40,767
)
 

 
(113,583
)
 
(113,583
)
 

Total
$
172,832

 
$
173,875

 
$
(1,043
)
 
$
431,219

 
$
425,827

 
$
5,392

 
Three Months Ended September 30, 2018
 
Nine Months Ended September 30, 2018
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
Under ASC 606
(as reported)
 
Under ASC 605
 
Effect of adoption of ASU No. 2014-09
 
(In thousands)
Net earnings
$
171,577

 
$
172,235

 
$
(658
)
 
$
540,270

 
$
536,119

 
$
4,151

ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities
In January 2016, the FASB issued ASU No. 2016-01, which updates certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Under ASU No. 2016-01, equity securities, other than those of our consolidated subsidiaries and those accounted for under the equity method, will be measured at fair value with changes in fair value recognized in the statement of operations each reporting period. ASU No. 2016-01 is effective for reporting periods beginning after December 15, 2017. There was no cumulative impact to the Company's consolidated financial statements upon adoption of ASU No. 2016-01 on January 1, 2018. The adoption of ASU No. 2016-01 increases the volatility of the Company's other income (expense), net as a result of the remeasurement of these instruments. For the three months ended September 30, 2018, other income, net includes an unrealized loss related to an equity security of $0.1 million. For the nine months ended September 30, 2018, other income, net includes net unrealized gains related to certain equity securities that were adjusted to fair

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

value in the second quarter of 2018 in accordance with ASU No. 2016-01 of $126.4 million. See "Note 5—Financial Instruments" for additional information.
ASU No. 2016-18, Restricted Cash
In November 2016, the FASB issued ASU No. 2016-18, which requires companies to explain the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. Therefore, amounts generally described as restricted cash or restricted cash equivalents are combined with unrestricted cash and cash equivalents when reconciling the beginning and end of period balances on the statement of cash flows. ASU No. 2016-18 also requires companies to disclose the nature of their restricted cash and restricted cash equivalents balances. Additionally, when cash, cash equivalents, restricted cash, and restricted cash equivalents are presented within different captions on the balance sheet, a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet is required. ASU No. 2016-18 is effective for reporting periods beginning after December 15, 2017. The Company's adoption of ASU No. 2016-18 effective January 1, 2018, on a retrospective basis, did not have a material effect on its consolidated financial statements.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the total amounts shown in the consolidated statement of cash flows:
 
September 30, 2018
 
December 31, 2017
 
September 30, 2017
 
December 31, 2016
 
(In thousands)
Cash and cash equivalents
$
1,670,984

 
$
1,630,809

 
$
1,255,317

 
$
1,329,187

Restricted cash included in other current assets
344

 
2,873

 
527

 
20,464

Restricted cash included in other assets
433

 

 

 
10,548

Total cash, cash equivalents and restricted cash as shown on the consolidated statement of cash flows
$
1,671,761

 
$
1,633,682

 
$
1,255,844

 
$
1,360,199

Restricted cash at December 31, 2017 primarily supports a letter of credit to a supplier, which was released to the Company in the second quarter of 2018.
Restricted cash at December 31, 2016 primarily included funds held in escrow for the redemption and repurchase of IAC Senior Notes and the MyHammer tender offer. In the first quarter of 2017, the Senior Notes were redeemed and repurchased and the funds held in escrow for the MyHammer tender offer were returned to the Company.
ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting
In June 2018, the FASB issued ASU No. 2018-07, which largely aligns the measurement and classification guidance for share-based payments granted to non-employees with the guidance for share-based payments granted to employees. The new guidance supersedes Subtopic 505-50, Equity - Equity-Based payments to Nonemployees. ASU No. 2018-07 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company adopted ASU No. 2018-07 effective April 1, 2018 and its adoption did not have a material effect on its consolidated financial statements. The effect of the adoption of ASU No. 2018-07 will be to minimize the volatility of expense related to stock-based awards to non-employees in the future.
Accounting Pronouncement not yet adopted by the Company
ASU No. 2016-02, Leases (Topic 842)
In February 2016, the FASB issued ASU No. 2016-02, which supersedes existing guidance on accounting for leases and generally requires all leases to be recognized in the statement of financial position. The provisions of ASU No. 2016-02 are effective for reporting periods beginning after December 15, 2018. The Company will adopt the new lease guidance effective January 1, 2019. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides the option of an additional transition method that allows entities to initially apply the new lease guidance at the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company expects to implement the transition method option provided by ASU No. 2018-11.
The Company is not a lessor, has no capitalized leases and does not expect to enter into any capitalized leases prior to the adoption of ASU No. 2016-02. Accordingly, the Company does not expect the amount or classification of rent expense in its statement of operations to be affected by the adoption of ASU No. 2016-02. The primary effect of the adoption of ASU No. 2016-02 will be the recognition of a right of use asset and related liability to reflect the Company's rights and obligations under its operating leases. The Company will also be required to provide the additional disclosures stipulated in ASU No. 2016-02.
The adoption of ASU No. 2016-02 will not have an impact on the leverage calculation set forth in any of the agreements governing the outstanding debt of the Company or its MTCH and ANGI subsidiaries, or our credit agreement or the credit agreement of MTCH because, in each circumstance, the leverage calculations are not affected by the liability that will be recorded upon adoption of the new standard.
While the Company's evaluation of the impact of the adoption of ASU No. 2016-02 on its consolidated financial statements continues, outlined below is a summary of the status of the Company's progress:
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.
Development of our selected software solution is ongoing, as it is not yet fully compliant with the requirements of ASU No. 2016-02. The timely readiness of the software solution is critical to ensure an efficient and effective adoption of ASU No. 2016-02. The Company's ability to calculate an estimate of the right of use asset and related liability is dependent upon the readiness of the software solution.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation.
NOTE 2—REVENUE RECOGNITION
General Revenue Recognition
The Company accounts for a contract when it has approval and commitment from all parties, the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Revenue is recognized when control of the promised services or goods is transferred to our customers, and in an amount that reflects the consideration the Company is contractually due in exchange for those services or goods.
Match Group
Match Group revenue is primarily derived directly from users in the form of recurring subscriptions. Subscription revenue is presented net of credits and credit card chargebacks. Subscribers pay in advance, primarily by credit card or through mobile app stores, and, subject to certain conditions identified in our terms and conditions, generally all purchases are final and nonrefundable. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period, which primarily range from one to six months. Revenue is also earned from online advertising, the purchase of à la carte features and offline events. Online advertising revenue is recognized when an advertisement is displayed. Revenue from the purchase of à la carte features is recognized based on usage. Revenue associated with offline events is recognized when each event occurs.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

ANGI Homeservices
ANGI revenue is primarily derived from (i) consumer connection revenue, which comprises fees paid by service professionals for consumer matches (regardless of whether the professional ultimately provides the requested service), and (ii) membership subscription fees paid by service professionals. Consumer connection revenue varies based upon several factors, including the service requested, type of match and geographic location of service. The Company’s consumer connection revenue is generated and recognized when an in-network service professional is delivered a consumer match. Membership subscription revenue from service professionals is initially deferred and is recognized using the straight-line method over the applicable subscription period, which is typically one year. Consumer connection revenue is generally billed one week following a consumer match, with payment due upon receipt of invoice.
ANGI revenue is also derived from Angie's List (i) sales of time-based website, mobile and call center advertising to service professionals and (ii) membership subscription fees from consumers. Angie's List service professionals generally pay for advertisements in advance on a monthly or annual basis at the option of the service professional, with the average advertising contract term being approximately one year. Angie's List website, mobile and call center advertising revenue is recognized ratably over the contract term. Revenue from the sale of advertising in the Angie’s List Magazine is recognized in the period in which the publication is distributed. Angie's List prepaid consumer membership subscription fees are recognized as revenue using the straight-line method over the term of the applicable subscription period, which is typically one year.
Video
Revenue of businesses in this segment is generated primarily through subscriptions, media production and distribution, and advertising. Subscription fee revenue is recognized over the terms of the applicable subscription period, which are one month or one year, production revenue is recognized when control is transferred to the customer to broadcast or exhibit, and advertising revenue is recognized when an advertisement is displayed or over the advertising period.
Applications
Applications revenue largely consists of advertising revenue generated principally through the display of paid listings in response to search queries. The substantial majority of the paid listings displayed by our Applications businesses are supplied to us by Google pursuant to our services agreement with Google.
Pursuant to this agreement, those of our Applications businesses that provide search services transmit search queries to Google, which in turn transmits a set of relevant and responsive paid listings back to these businesses for display in search results. This ad-serving process occurs independently of, but concurrently with, the generation of algorithmic search results for the same search queries. Google paid listings are displayed separately from algorithmic search results and are identified as sponsored listings on search results pages. Paid listings are priced on a price per click basis and when a user submits a search query through one of our Applications businesses and then clicks on a Google paid listing displayed in response to the query, Google bills the advertiser that purchased the paid listing directly and shares a portion of the fee charged to the advertiser with us. The Company recognizes paid listing revenue from Google when it delivers the user's click. In cases where the user’s click is generated due to the efforts of a third-party distributor, we recognize the amount due from Google as revenue and record a revenue share or other payment obligation to the third-party distributor as traffic acquisition costs.
To a lesser extent, Applications revenue also consists of fees related to subscription downloadable desktop and mobile applications as well as display advertisements. Fees related to subscription downloadable desktop and paid mobile applications are generally recognized at the time of the sale when the software license is delivered. To the extent updates or maintenance is required or expected, revenue is recognized over the term of the applicable subscription period, which is primarily one or two years. Fees related to display advertisements are recognized when an advertisement is displayed.
Publishing
Publishing revenue consists principally of advertising revenue, which is generated primarily through the display of paid listings in response to search queries and display advertisements (sold directly and through programmatic ad sales). The majority of the paid listings that our Publishing businesses display are supplied to us by Google in the manner, and pursuant to the services agreement with Google, described above under "Applications."

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

Transaction Price
The objective of determining the transaction price is to estimate the amount of consideration the Company is due in exchange for its services or goods, including amounts that are variable. The Company determines the total transaction price, including an estimate of any variable consideration, at contract inception and reassesses this estimate each reporting period.
The Company excludes from the measurement of transaction price all taxes assessed by governmental authorities that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of revenue.
For contracts that have an original duration of one year or less, the Company uses the practical expedient available under ASU No. 2014-09 applicable to such contracts and does not consider the time value of money.
Accounts Receivables, net of allowance for doubtful accounts and revenue reserves
Accounts receivable include amounts billed and currently due from customers. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of accounts receivables that will not be collected. The allowance for doubtful accounts is based upon a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history and the specific customer’s ability to pay its obligation. The time between the Company issuance of an invoice and payments due date is not significant; customer payments that are not collected in advance of the transfer of promised services or goods are generally due no later than 30 days from invoice date. The Company also maintains allowances to reserve for potential credits issued to consumers or other revenue adjustments. The amounts of these reserves are based primarily upon historical experience.
Deferred Revenue
Deferred revenue consists of advance payments that are received or due in advance of the Company's performance. The Company’s deferred revenue is reported on a contract by contract basis at the end of each reporting period. The Company generally classifies deferred revenue as current when the term of the applicable subscription period or expected completion of our performance obligation is one year or less. The deferred revenue balance as of January 1, 2018 is $332.2 million. During the nine months ended September 30, 2018, the Company recognized $317.2 million of revenue that was included in the deferred revenue balance as of January 1, 2018. The deferred revenue balance as of June 30, 2018 is $377.2 million. During the three months ended September 30, 2018, the Company recognized $220.4 million of revenue that was included in the deferred revenue balance as of July 1, 2018. The current and non-current deferred revenue balances at September 30, 2018 are $381.4 million and $1.8 million, respectively. Non-current deferred revenue is included in “Other long-term liabilities” in the accompanying consolidated balance sheet.
Arrangements with Multiple Performance Obligations
The Company’s contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines standalone selling prices based on the prices charged to customers, which are directly observable or based on an estimate if not directly observable. For our multiple performance obligation arrangements that include functional intellectual property ("IP"), which comprise the downloadable apps and software of the Applications segment, the Company uses a residual approach to determine standalone selling prices for the functional IP.
Assets Recognized from the Costs to Obtain a Contract with a Customer
The Company has determined that certain costs, primarily commissions paid to employees pursuant to certain sales incentive programs and mobile app store fees, meet the requirements to be capitalized as a cost of obtaining a contract. Commissions paid to employees pursuant to certain sales incentive programs are amortized over the estimated customer relationship period. The Company calculates the estimated customer relationship period as the average customer life, which is based on historical data. When customer renewals are expected and the renewal commission is not commensurate with the initial commission, the average customer life includes renewal periods. For sales incentive programs where the customer relationship period is one year or less, the Company has elected the practical expedient to expense the costs as incurred. The Company generally capitalizes and amortizes mobile app store fees over the term of the applicable subscription.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

During the three and nine months ended September 30, 2018, the Company recognized expense of $94.4 million and $254.3 million, respectively, related to the amortization of these costs. The current and non-current contract asset balances at September 30, 2018 are $69.9 million and $5.6 million, respectively. The current and non-current contract assets are included in “Other current assets” and "Other non-current assets," respectively, in the accompanying consolidated balance sheet.
Performance Obligations
As permitted under the practical expedient available under ASU No. 2014-09, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, (ii) contracts with variable consideration that is allocated entirely to unsatisfied performance obligations or to a wholly unsatisfied promise accounted for under the series guidance, and (iii) contracts for which the Company recognizes revenue at the amount which we have the right to invoice for services performed.
NOTE 3—INCOME TAXES
At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which they occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or unrecognized tax benefits is recognized in the interim period in which the change occurs.
The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax income (or loss) for the year, projections of the proportion of income (and/or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of the realization of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the expected annual effective income tax rate changes during a quarter, the effect of the change on prior quarters is included in income tax provision in the quarter in which the change occurs.
For the three and nine months ended September 30, 2018, the Company recorded an income tax benefit, despite pre-tax income, of $18.2 million and $15.9 million, due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards, a reduction in the Transition Tax described below, and research credits. For the three and nine months ended September 30, 2017, the Company recorded an income tax benefit, despite pre-tax income, of $279.5 million and $322.8 million, respectively, due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act subjected to U.S. taxation certain previously deferred earnings of foreign subsidiaries as of December 31, 2017 (“Transition Tax”) and implemented a number of changes that took effect on January 1, 2018, including but not limited to, a reduction of the U.S. federal corporate tax rate from 35% to 21% and a new minimum tax on global intangible low-taxed income (“GILTI”) earned by foreign subsidiaries. The Company was able to make a reasonable estimate of the Transition Tax and recorded a provisional tax expense in the fourth quarter of 2017. In the third quarter of 2018, the Company finalized this calculation, which resulted in a $9.2 million reduction in the Transition Tax. The net reduction in the Transition Tax was due primarily to the utilization of additional foreign tax credits and a reduction in state taxes, partially offset by additional taxable earnings and profits of our foreign subsidiaries based on recently issued Internal Revenue Service ("IRS") guidance. The adjustment of the Company’s provisional tax expense was recorded as a change in estimate in accordance with Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which is also included in the FASB issued ASU No. 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which was issued and adopted by the Company in March 2018. Despite the completion of the Company’s accounting for the Tax Act under SAB 118, many aspects of the law remain unclear and we expect ongoing guidance to be issued at both the federal and state levels. We will continue to monitor and assess the impact of any new developments.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest and penalties are not material.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The IRS is currently auditing the Company’s federal income tax returns for the years ended December 31, 2010 through 2016. The statute of limitations for the years 2010 through 2012 has been extended to December 31, 2019, and the statute of limitations for the years 2013 and 2014 has been extended to March 31, 2019. Various other jurisdictions are open to examination for tax years beginning with 2009. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from examination of prior year tax returns. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustments. Although management currently believes changes in unrecognized tax benefits from period to period and differences between amounts paid, if any, upon resolution of issues raised in audits and amounts previously provided will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.
At September 30, 2018 and December 31, 2017, unrecognized tax benefits, including interest and penalties, are $43.7 million and $39.7 million, respectively. If unrecognized tax benefits at September 30, 2018 are subsequently recognized, $40.6 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount as of December 31, 2017 was $37.2 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $14.6 million by September 30, 2019, due to expirations of statutes of limitations; $14.3 million of which would reduce the income tax provision.
The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, among other things, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, the duration of statutory carryforward periods, available tax planning and historical experience, to the extent these items are applicable. As of September 30, 2018, the Company has a gross deferred tax asset of $149.0 million that the Company expects to fully utilize on a more likely than not basis.
NOTE 4—BUSINESS COMBINATION
On September 29, 2017, the Company completed the combination of the businesses in the Company's HomeAdvisor segment and Angie's List under a new publicly traded company called ANGI Homeservices (the "Combination"). Through the Combination, ANGI acquired 100% of the common stock of Angie's List on September 29, 2017 for a total purchase price valued at $781.4 million.
The unaudited pro forma financial information in the table below presents the combined results of the Company and Angie's List as if the Combination had occurred on January 1, 2016. The unaudited pro forma financial information includes adjustments required under the acquisition method of accounting and is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the Combination actually occurred on January 1, 2016. For the three and nine months ended September 30, 2017, pro forma adjustments include (i) reductions in stock-based compensation expense of $85.1 million and $52.8 million, respectively, and transaction related costs of $22.1 million and $25.6 million, respectively, because they are one-time in nature and will not have a continuing impact on operations; and (ii) an increase in amortization of intangibles of $11.4 million and $34.4 million, respectively. The stock-based compensation expense is 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. The transaction related costs include severance and retention costs of $12.0 million related to the Combination.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

 
 
Three Months Ended
September 30, 2017
 
Nine Months Ended
September 30, 2017
 
 
(In thousands, except per share data)
Revenue
 
$
898,584

 
$
2,571,613

Net earnings attributable to IAC shareholders
 
$
244,400

 
$
313,054

Basic earnings per share attributable to IAC shareholders
 
$
3.02

 
$
3.94

Diluted earnings per share attributable to IAC shareholders
 
$
2.80

 
$
3.70

NOTE 5—FINANCIAL INSTRUMENTS
Marketable Securities
At September 30, 2018 and December 31, 2017, the fair value of marketable securities are as follows:
 
September 30, 2018
 
December 31, 2017
 
(In thousands)
Available-for-sale marketable debt securities
$
208,005

 
$
4,995

Marketable equity security
550

 

     Total marketable securities
$
208,555

 
$
4,995

At September 30, 2018, current available-for-sale marketable debt securities are as follows:
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
 
(In thousands)
Treasury discount notes
$
171,974

 
$

 
$
(10
)
 
$
171,964

Commercial paper
36,041

 

 

 
36,041

     Total available-for-sale marketable debt securities
$
208,015

 
$

 
$
(10
)
 
$
208,005

The contractual maturities of debt securities classified as current available-for-sale at September 30, 2018 are within one year. There are no investments in available-for-sale marketable debt securities that have been in a continuous unrealized loss position for longer than twelve months as of September 30, 2018.
At December 31, 2017, current available-for-sale marketable debt securities are as follows:
 
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

The following table presents the proceeds from maturities and sales of available-for-sale marketable debt securities:

18

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

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Proceeds from maturities and sales of available-for-sale marketable debt securities
$
115,000

 
$
15,000

 
$
125,000

 
$
114,350

The specific-identification method is used to determine the cost of available-for-sale marketable debt securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income (loss) into earnings. There were no gross realized gains or losses from the maturities and sales of available-for-sale marketable debt securities for the three and nine months ended September 30, 2018 and 2017.
Equity securities without readily determinable fair values
At September 30, 2018 and December 31, 2017, the carrying values of the Company's investments in equity securities without readily determinable fair values totaled $216.4 million and $63.4 million, respectively, and are included in "Long-term investments" in the accompanying consolidated balance sheet. Following the adoption of the measurement alternative under ASU No. 2016-01 on January 1, 2018, the Company's equity securities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. All gains and losses on equity securities without readily determinable fair values, realized and unrealized, are recognized in "other income (expense), net" in the accompanying consolidated statement of operations.
The following table presents a summary of realized and unrealized gains and losses recorded in other income (expense), net, as adjustments to the carrying value of equity securities without readily determinable fair values held as of September 30, 2018. The gross unrealized gains relate to the Company's remaining investments in an investee following the sale of a portion of the Company's investment during the second quarter of 2018.
 
 
Three Months Ended
September 30, 2018
 
Nine Months Ended
September 30, 2018
 
 
(In thousands)
Upward adjustments (gross unrealized gains)
 
$

 
$
128,786

Downward adjustments (including impairment) (gross unrealized losses)
 

 
(2,588
)
Total
 
$

 
$
126,198

Realized and unrealized gains and losses for the Company's marketable equity security and investments without a readily determinable fair value for the three and nine months ended September 30, 2018 are as follows:
 
 
Three Months Ended
September 30, 2018
 
Nine Months Ended
September 30, 2018
 
 
(In thousands)
Realized gains, net, for equity securities sold
 
$
702

 
$
27,874

Unrealized (losses) gains, net, on equity securities held
 
(115
)
 
126,444

Total gains recognized, net, in other income, net
 
$
587

 
$
154,318

Fair Value Measurements
The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:

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

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 below for a discussion of fair value measurements made using Level 3 inputs.
The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:
 
September 30, 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
$
745,046

 
$

 
$

 
$
745,046

Treasury discount notes

 
194,843

 

 
194,843

Commercial paper

 
157,808

 

 
157,808

Time deposits

 
105,034

 

 
105,034

Marketable securities:
 
 
 
 
 
 
 
Treasury discount notes

 
171,964

 

 
171,964

Commercial paper

 
36,041

 

 
36,041

Marketable equity security
550

 

 

 
550

Total
$
745,596

 
$
665,690

 
$

 
$
1,411,286

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Contingent consideration arrangements
$

 
$

 
$
(1,980
)
 
$
(1,980
)

20

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

 
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

Treasury discount notes

 
100,457

 

 
100,457

Commercial paper

 
215,325

 

 
215,325

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
)
The Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) are its contingent consideration arrangements.
 
Contingent Consideration Arrangements
 
Three Months Ended September 30,
 
2018
 
2017
 
(In thousands)
Balance at July 1
$
(1,910
)
 
$
(24,829
)
Total net losses:
 
 
 
Included in earnings:
 
 
 
Fair value adjustments
(55
)
 
(60
)
Included in other comprehensive loss
(15
)
 
(332
)
Settlements

 
23,429

Balance at September 30
$
(1,980
)
 
$
(1,792
)

21

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

 
Contingent Consideration Arrangements
 
Nine Months Ended September 30,
 
2018
 
2017
 
(In thousands)
Balance at January 1
$
(2,647
)
 
$
(33,871
)
Total net losses:
 
 
 
Included in earnings:
 
 
 
Fair value adjustments
(265
)
 
(4,945
)
Included in other comprehensive loss
(16
)
 
(1,405
)
Settlements
948

 
38,429

Balance at September 30
$
(1,980
)
 
$
(1,792
)
Contingent Consideration Arrangements
As of September 30, 2018, there are three contingent consideration arrangements related to business acquisitions. Two of the contingent consideration arrangements have limits as to the maximum amount that can be paid. The maximum contingent payments related to these arrangements is $32.0 million and the gross fair value of these arrangements, before the unamortized discount, at September 30, 2018 is $2.0 million. No payment is expected for the one contingent consideration arrangement which does not have a limit on the maximum earnout.
The contingent consideration arrangements are based upon earnings performance and/or operating metrics. The Company generally determines the fair value of the contingent consideration arrangements by using probability-weighted analyses to determine the amounts of the gross liability, and, because the arrangements were initially long-term in nature, applying a discount rate that appropriately captures the risks associated with the obligation to determine the net amount reflected in the consolidated financial statements. The fair values of the contingent consideration arrangements at both September 30, 2018 and December 31, 2017 reflect discount rates of 12%.
The fair value of contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The Company remeasures the fair value of the contingent consideration arrangements each reporting period, including the accretion of the discount, if applicable, and changes are recognized in “General and administrative expense” in the accompanying consolidated statement of operations. The contingent consideration arrangement liability at September 30, 2018 and December 31, 2017 includes a current portion of $2.0 million and $0.6 million, respectively, and non-current portion of $2.0 million at December 31, 2017, which are included in “Accrued expenses and other current liabilities” and “Other long-term liabilities,” respectively, in the accompanying consolidated balance sheet. At September 30, 2018, there is no non-current portion of the contingent consideration arrangement liability.
Assets measured at fair value on a nonrecurring basis
The Company's non-financial assets, such as goodwill, intangible assets and property and equipment, as well as equity method investments, are adjusted to fair value only when an impairment charge is recognized. The Company's financial assets, comprising equity securities without readily determinable fair values, are adjusted to fair value when observable price changes are identified or an impairment charge is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes:

22

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

 
September 30, 2018
 
December 31, 2017
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
(In thousands)
Current portion of long-term debt
$
(13,750
)
 
$
(13,664
)
 
$
(13,750
)
 
$
(13,802
)
Long-term debt, net(a)
(1,983,993
)
 
(2,353,160
)
 
(1,979,469
)
 
(2,168,108
)
_________________
(a) 
At September 30, 2018 and December 31, 2017, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $93.9 million and $109.1 million, respectively.
The fair value of long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.

23

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

NOTE 6—LONG-TERM DEBT
Long-term debt consists of:
 
September 30, 2018
 
December 31, 2017
 
(In thousands)
MTCH Debt:
 
 
 
MTCH Term Loan due November 16, 2022
$
425,000

 
$
425,000

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
1,275,000

 
1,275,000

Less: unamortized original issue discount
7,681

 
8,668

Less: unamortized debt issuance costs
12,231

 
13,636

Total MTCH debt, net
1,255,088

 
1,252,696

 
 
 
 
ANGI Debt:
 
 
 
ANGI Term Loan due November 1, 2022
264,688

 
275,000

Less: current portion of ANGI Term Loan
13,750

 
13,750

Less: unamortized debt issuance costs
2,483

 
2,938

Total ANGI debt, net
248,455

 
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
57,356

 
67,158

Less: unamortized debt issuance costs
14,183

 
16,740

Total IAC debt, net
480,450

 
468,461

 
 
 
 
Total long-term debt, net
$
1,983,993

 
$
1,979,469

MTCH Senior Notes
The 6.375% MTCH Senior Notes were issued on June 1, 2016. The proceeds of $400 million were used to prepay a portion of indebtedness outstanding under the MTCH Term Loan. At any time prior to June 1, 2019, these notes may be redeemed at a redemption price equal to the sum of the principal amount thereof, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date.
On December 4, 2017, MTCH issued $450 million aggregate principal amount of its 5.00% Senior Notes. The proceeds from these notes, along with cash on hand, were used to redeem the $445.2 million outstanding balance of the 6.75% MTCH Senior Notes, which were due on December 15, 2022, and pay the related call premium. At any time prior to December 15, 2022, the 5.00% MTCH Senior Notes may be redeemed at a redemption price equal to the sum of the principal amount thereof,

24

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

plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date.
The indentures governing the 6.375% and 5.00% MTCH Senior Notes (i) contain covenants that would limit MTCH's ability to pay dividends or to make distributions and repurchase or redeem MTCH stock in the event a default has occurred or MTCH's leverage ratio (as defined in the indentures) exceeds 5.0 to 1.0 and (ii) are ranked equally with each other. At September 30, 2018, there were no limitations pursuant thereto. There are additional covenants that limit MTCH's ability and the ability of its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MTCH is not in compliance with certain ratios set forth in the indentures, and (ii) incur liens, enter into agreements restricting MTCH subsidiaries' ability to pay dividends, enter into transactions with affiliates and consolidate, merge or sell substantially all of their assets.
MTCH Term Loan and MTCH Credit Facility
At both September 30, 2018 and December 31, 2017, the outstanding balance on the MTCH Term Loan was $425 million. The MTCH Term Loan bears interest at LIBOR plus 2.50% and was 4.67% and 3.85% at September 30, 2018 and December 31, 2017, respectively. The MTCH Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio contained in the credit agreement. Interest payments are due at least quarterly through the term of the loan.
As of September 30, 2018, MTCH has a $500 million revolving credit facility (the "MTCH Credit Facility") that expires on October 7, 2020. At September 30, 2018 and December 31, 2017, there were no outstanding borrowings under the MTCH Credit Facility. The annual commitment fee on undrawn funds based on the current leverage ratio is 25 basis points. Borrowings under the MTCH Credit Facility bear interest, at MTCH's option, at a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on MTCH's consolidated net leverage ratio. The terms of the MTCH Credit Facility require MTCH to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0 and a minimum interest coverage ratio of not less than 2.5 to 1.0 (in each case as defined in the agreement).
There are additional covenants under the MTCH Credit Facility and the MTCH Term Loan that limit the ability of MTCH and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. While the MTCH Term Loan remains outstanding, these same covenants under its credit agreement are generally more restrictive than the covenants that are applicable to the MTCH Credit Facility. Obligations under the MTCH Credit Facility and MTCH Term Loan are unconditionally guaranteed by certain MTCH wholly-owned domestic subsidiaries, and are also secured by the stock of certain MTCH domestic and foreign subsidiaries. The MTCH Term Loan and outstanding borrowings, if any, under the MTCH Credit Facility rank equally with each other, and have priority over the 6.375% and 5.00% MTCH Senior Notes to the extent of the value of the assets securing the borrowings under the MTCH credit agreement.
ANGI Term Loan:
At September 30, 2018 and December 31, 2017, the outstanding balance on the ANGI Term Loan was $264.7 million and $275.0 million, respectively. The ANGI Term Loan bears interest at LIBOR plus 1.75%, or 4.10% at September 30, 2018, which is subject to change in future periods based on ANGI's consolidated net leverage ratio. The ANGI Term Loan bore interest at LIBOR plus 2.00%, or 3.38%, at December 31, 2017. Interest payments are due at least quarterly through the term of the loan and quarterly principal payments of 1.25% of the original principal amount in the first three years, 2.5% in the fourth year and 3.75% in the fifth year are required.
The terms of the ANGI Term Loan require ANGI to maintain a consolidated net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.5 to 1.0 (in each case as defined in the credit agreement). There are additional covenants under the ANGI Term Loan that limit the ability of ANGI and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. The ANGI Term Loan is guaranteed by ANGI's wholly-owned material domestic subsidiaries and is secured by substantially all assets of ANGI and the guarantors, subject to certain exceptions.

25

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

IAC Exchangeable Notes:
On October 2, 2017, IAC FinanceCo, Inc., a direct, wholly-owned subsidiary of the Company, issued $517.5 million aggregate principal amount of its 0.875% Exchangeable Senior Notes (the “Exchangeable Notes”). The Exchangeable Notes are guaranteed by the Company. 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. Upon exchange, the Company has the right to settle the principal amount of Exchangeable Notes with any of the three following alternatives: (1) shares of our common stock, (2) cash or (3) a combination of cash and shares of our common stock.
The Exchangeable Notes are exchangeable at any time prior to the close of business on the business day immediately preceding July 1, 2022 only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days during the period of 30 consecutive trading days during the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day, which occurred in the third quarter of 2018; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described under the indenture governing the Exchangeable Notes. On or after July 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their Exchangeable Notes regardless of the foregoing conditions.
A portion of the net proceeds from the sale of the Exchangeable Notes of $499.5 million, after deducting fees and expenses, was used to pay the net premium of $50.7 million on the Exchangeable Note Hedge and Warrants (defined below).
We separately account for the debt and the equity components of the Exchangeable Notes. Accordingly, the Company recorded a debt discount and corresponding increase to additional paid-in capital of $70.4 million, which is the fair value attributed to the exchange feature or equity component of the debt, on the date of issuance. The Company is amortizing the debt discount utilizing the effective interest method over the life of the Exchangeable Notes which increases the effective interest rate from its coupon rate of 0.875% to 3.88%.
In connection with the debt offering, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the entire 3.4 million shares that would be issuable upon the exchange of the Exchangeable Notes at approximately $152.18 per share (the "Exchangeable Note Hedge"), and sold warrants allowing the holder to purchase initially (subject to adjustment upon the occurrence of specified events) 3.4 million shares at $229.70 per share (the "Warrants"). The if-converted value of the Exchangeable Notes exceeds its principal amount by $219.5 million based on the Company's stock price on September 30, 2018. The Exchangeable Note Hedge is expected to reduce the potential dilutive effect on the Company's common stock upon any exchange of notes and/or offset any cash payment IAC FinanceCo, Inc. is required to make in excess of the principal amount of the exchanged notes. The Warrants have a dilutive effect on the Company's common stock to the extent that the market price per share of the Company common stock exceeds the strike price of the Warrants.
For the three and nine months ended September 30, 2018, the Company incurred interest expense of $5.3 million and $15.8 million, which includes amortization of original issue discount of $3.3 million and $9.8 million, and debt issuance costs of $0.9 million and $2.6 million, respectively. As of September 30, 2018, the unamortized discount is $57.4 million resulting in a net carrying value of the liability component of $460.1 million.
IAC Senior Notes
The 4.75% Senior Notes were issued by IAC on December 21, 2012. These Notes are unconditionally guaranteed by certain of our wholly-owned domestic subsidiaries, which are designated as guarantor subsidiaries. See "Note 12—Guarantor and Non-Guarantor Financial Information" for financial information relating to guarantor and non-guarantor subsidiaries. The 4.75% Senior Notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest thereon to the applicable redemption date.

26

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

IAC Credit Facility
As of September 30, 2018, IAC has a $300 million revolving credit facility (the "IAC Credit Facility") that expires October 7, 2020. At September 30, 2018 and December 31, 2017, there were no outstanding borrowings under the IAC Credit Facility. The annual commitment fee on undrawn funds is 25 basis points, and is based on the leverage ratio (as defined in the agreement) most recently reported. Borrowings under the IAC Credit Facility bear interest, at the Company's option, at a base rate or LIBOR, in each case, plus an applicable margin, which is determined by reference to a pricing grid based on the Company's leverage ratio. The terms of the IAC Credit Facility require that the Company maintains a leverage ratio of not more than 3.25 to 1.0 and restrict our ability to incur additional indebtedness. Borrowings under the IAC Credit Facility are unconditionally guaranteed by substantially the same domestic subsidiaries that guarantee the 4.75% Senior Notes and are also secured by the stock of certain of our domestic and foreign subsidiaries, which includes MTCH and ANGI. The 4.75% Senior Notes are subordinate to the outstanding borrowings under the IAC Credit Facility to the extent of the value of the assets securing such borrowings.
NOTE 7—ACCUMULATED OTHER COMPREHENSIVE LOSS
The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive loss into earnings:
 
Three Months Ended September 30, 2018
 
Foreign Currency Translation Adjustment
 
Unrealized Gains (Losses) On Available-For-Sale Securities
 
Accumulated Other Comprehensive Loss
 
(In thousands)
Balance as of July 1
$
(112,730
)
 
$
13

 
$
(112,717
)
Other comprehensive loss
(111
)
 
(27
)
 
(138
)
Balance as of September 30
$
(112,841
)
 
$
(14
)
 
$
(112,855
)
 
Three Months Ended September 30, 2017
 
Foreign Currency Translation Adjustment
 
Unrealized Gains On Available-For-Sale Securities
 
Accumulated Other Comprehensive (Loss) Income
 
(In thousands)
Balance as of July 1
$
(136,738
)
 
$

 
$
(136,738
)
Other comprehensive income
37,225

 

 
37,225

Balance as of September 30
$
(99,513
)
 
$

 
$
(99,513
)
 
Nine Months Ended September 30, 2018
 
Foreign Currency Translation Adjustment
 
Unrealized Losses On Available-For-Sale Securities
 
Accumulated Other Comprehensive Loss
 
(In thousands)
Balance as of January 1
$
(103,568
)
 
$

 
$
(103,568
)
Other comprehensive loss before reclassifications
(9,221
)
 
(14
)
 
(9,235
)
Amounts reclassified to earnings
(52
)
 

 
(52
)
Net current period other comprehensive loss
(9,273
)
 
(14
)
 
(9,287
)
Balance as of September 30
$
(112,841
)
 
$
(14
)
 
$
(112,855
)

27

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

 
Nine Months Ended September 30, 2017
 
Foreign Currency Translation Adjustment
 
Unrealized Gains On Available-For-Sale Securities
 
Accumulated Other Comprehensive (Loss) Income
 
(In thousands)
Balance as of January 1
$
(170,149
)
 
$
4,026

 
$
(166,123
)
Other comprehensive income before reclassifications
69,951

 
7

 
69,958

Amounts reclassified to earnings
685

 
(4,033
)
 
(3,348
)
Net current period other comprehensive income (loss)
70,636

 
(4,026
)
 
66,610

Balance as of September 30
$
(99,513
)
 
$

 
$
(99,513
)
The amounts reclassified out of foreign currency translation adjustment into earnings for both the nine months ended September 30, 2018 and 2017 relate to the liquidation of international subsidiaries. The amount reclassified out of unrealized gains on available-for-sale securities into earnings for the nine months ended September 30, 2017 includes a tax benefit of $3.8 million.
NOTE 8—EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted earnings per share attributable to IAC shareholders:
 
Three Months Ended September 30,
 
2018
 
2017
 
Basic
 
Diluted
 
Basic
 
Diluted
 
(In thousands, except per share data)
Numerator:
 
 
 
 
 
 
 
Net earnings
$
171,577

 
$
171,577

 
$
225,639

 
$
225,639

Net earnings attributable to noncontrolling interests
(25,803
)
 
(25,803
)
 
(45,996
)
 
(45,996
)
Impact from public subsidiaries' dilutive securities (a)

 
(8,336
)
 

 
(23,749
)
Net earnings attributable to IAC shareholders
$
145,774

 
$
137,438

 
$
179,643

 
$
155,894

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average basic shares outstanding
83,433

 
83,433

 
80,817

 
80,817

Dilutive securities (a) (b) (c) (d)

 
8,542

 

 
6,379

Denominator for earnings per share—weighted average shares(a) (b) (c) (d)
83,433

 
91,975

 
80,817

 
87,196

 
 
 
 
 
 
 
 
Earnings per share attributable to IAC shareholders:
Earnings per share
$
1.75

 
$
1.49

 
$
2.22

 
$
1.79


28

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

 
Nine Months Ended September 30,
 
2018
 
2017
 
Basic
 
Diluted
 
Basic
 
Diluted
 
(In thousands, except per share data)
Numerator:
 
 
 
 
 
 
 
Net earnings
$
540,270

 
$
540,270

 
$
334,659

 
$
334,659

Net earnings attributable to noncontrolling interests
(105,061
)
 
(105,061
)
 
(62,539
)
 
(62,539
)
Impact from public subsidiaries' dilutive securities (a)

 
(19,490
)
 

 
(34,104
)
Net earnings attributable to IAC shareholders
$
435,209

 
$
415,719

 
$
272,120

 
$
238,016

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average basic shares outstanding
83,342

 
83,342

 
79,369

 
79,369

Dilutive securities (a) (b) (c) (d)

 
8,076

 

 
5,133

Denominator for earnings per share—weighted average shares(a) (b) (c) (d)
83,342

 
91,418

 
79,369

 
84,502

 
 
 
 
 
 
 
 
Earnings per share attributable to IAC shareholders:
Earnings per share
$
5.22

 
$
4.55

 
$
3.43

 
$
2.82

________________________
(a) 
For the three months ended September 30, 2018, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards.  For the nine months ended September 30, 2018, it is more dilutive for IAC to settle certain MTCH and ANGI equity awards.  For the three and nine months ended September 30, 2017, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards.
(b) 
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 both the three and nine months ended September 30, 2018, 3.4 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three months ended September 30, 2017, there were no potentially dilutive securities excluded from the calculation of diluted earnings per share. For the nine months ended September 30, 2017 less than 0.1 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
(c) 
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 three and nine months ended September 30, 2018 and 2017, 0.2 million and 0.3 million shares, respectively, underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.
(d) 
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 three and nine months ended September 30, 2018, the average price of IAC common stock exceeded $152.18 and the dilutive impact of the Exchangeable Notes was 0.6 million and 0.2 million shares, respectively.
NOTE 9—SEGMENT INFORMATION
The overall concept that IAC employs in determining its operating segments is to present the financial information in a manner consistent with: how the chief operating decision maker views the businesses; how the businesses are organized as to segment management; and the focus of the businesses with regards to the types of services or products offered or the target market. Operating segments are combined for reporting purposes if they meet certain aggregation criteria, which principally relate to the similarity of their economic characteristics.
The following table presents revenue by reportable segment:

29

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

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Revenue:
 
 
 
 
 
 
 
Match Group
$
443,943

 
$
343,418

 
$
1,272,506

 
$
951,754

ANGI Homeservices
303,116

 
181,717

 
853,249

 
513,173

Video
64,193

 
78,338

 
193,112

 
184,097

Applications
153,973

 
136,333

 
429,034

 
439,199

Publishing
139,439

 
88,755

 
411,116

 
244,959

Other(a)

 

 

 
23,980

Inter-segment eliminations
(72
)
 
(127
)
 
(228
)
 
(508
)
Total
$
1,104,592

 
$
828,434

 
$
3,158,789

 
$
2,356,654

___________________
(a) 
The 2017 results at the Other segment consists of the results of The Princeton Review prior to its sale on March 31, 2017.
The following table presents the revenue of the Company's reportable segments disaggregated by type of service:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Match Group
 
 
 
 
 
 
 
Direct revenue:
 
 
 
 
 
 
 
North America
$
233,643

 
$
186,868

 
$
667,163

 
$
540,701

International
197,902

 
143,230

 
564,846

 
376,572

Direct revenue
431,545

 
330,098

 
1,232,009

 
917,273

Indirect revenue (principally advertising revenue)
12,398

 
13,320

 
40,497

 
34,481

 Total Match Group revenue
$
443,943

 
$
343,418

 
$
1,272,506

 
$
951,754

 
 
 
 
 
 
 
 
ANGI Homeservices
 
 
 
 
 
 
 
Marketplace:
 
 
 
 
 
 
 
Consumer connection revenue
$
195,065

 
$
141,055

 
$
531,297

 
$
398,218

Membership subscription revenue
17,034

 
14,486

 
49,226

 
40,942

Other revenue
950

 
1,060

 
2,869

 
2,840

Marketplace revenue
213,049

 
156,601

 
583,392

 
442,000

Advertising & Other revenue
73,545

 
10,503

 
216,733

 
28,667

North America
286,594

 
167,104

 
800,125

 
470,667

Consumer connection revenue
12,022

 
10,001

 
38,885

 
29,636

Membership subscription revenue
4,217

 
4,320

 
13,405

 
12,198

Other revenue
283

 
292

 
834

 
672

Europe
16,522

 
14,613

 
53,124

 
42,506

 Total ANGI Homeservices revenue
$
303,116

 
$
181,717

 
$
853,249

 
$
513,173

 
 
 
 
 
 
 
 
Video
 
 
 
 
 
 
 
Subscription revenue
$
33,964

 
$
28,348

 
$
101,031

 
$
79,947

Media production and distribution revenue
15,966

 
45,926

 
52,281

 
90,603


30

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

Advertising and other revenue
14,263

 
4,064

 
39,800

 
13,547

 Total Video revenue
$
64,193

 
$
78,338

 
$
193,112

 
$
184,097

 
 
 
 
 
 
 
 
Applications
 
 
 
 
 
 
 
Desktop
 
 
 
 
 
 
 
Advertising revenue:
 
 
 
 
 
 
 
Google advertising revenue
$
110,855

 
$
112,356

 
$
326,982

 
$
364,622

Other
3,410

 
1,574

 
7,223

 
4,795

Advertising revenue
114,265

 
113,930

 
334,205

 
369,417

Subscription and other revenue
4,277

 
8,692

 
16,355

 
25,889

 Total Desktop
118,542

 
122,622

 
350,560

 
395,306

Mobile
 
 
 
 
 
 
 
Subscription and other revenue
31,157

 
6,216

 
63,687

 
23,150

Advertising revenue
4,274

 
7,495

 
14,787

 
20,743

 Total Mobile
35,431

 
13,711

 
78,474

 
43,893

 Total Applications revenue
$
153,973

 
$
136,333

 
$
429,034

 
$
439,199

 
 
 
 
 
 
 
 
Publishing
 
 
 
 
 
 
 
Premium Brands
 
 
 
 
 
 
 
Advertising revenue:
 
 
 
 
 
 
 
Google advertising revenue
$
11,526

 
$
11,956

 
$
37,517

 
$
32,553

Other
26,231

 
17,909

 
76,401

 
51,009

Advertising revenue
37,757

 
29,865

 
113,918

 
83,562

Other revenue
1,340

 
756

 
3,746

 
1,405

 Total Premium Brands
39,097

 
30,621

 
117,664

 
84,967

Ask & Other
 
 
 
 
 
 
 
Advertising revenue:
 
 
 
 
 
 
 
Google advertising revenue
81,507

 
51,995

 
254,762

 
140,476

Other
12,407

 
5,928

 
28,682

 
18,919

Advertising revenue
93,914

 
57,923

 
283,444

 
159,395

Other revenue
6,428

 
211

 
10,008

 
597

 Total Ask & Other
100,342

 
58,134

 
293,452

 
159,992

 Total Publishing revenue
$
139,439

 
$
88,755

 
$
411,116

 
$
244,959

Revenue by geography is based on where the customer is located. Geographic information about revenue and long-lived assets is presented below:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Revenue:
 
 
 
 
 
 
 
United States
$
738,599

 
$
577,362

 
$
2,104,750

 
$
1,670,980

All other countries
365,993

 
251,072

 
1,054,039

 
685,674

 Total
$
1,104,592

 
$
828,434

 
$
3,158,789

 
$
2,356,654


31

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

 
September 30,
2018
 
December 31,
2017
 
(In thousands)
Long-lived assets (excluding goodwill and intangible assets):
 
 
 
United States
$
279,690

 
$
286,541

All other countries
28,775

 
28,629

Total
$
308,465

 
$
315,170

The following tables present operating income (loss) and Adjusted EBTIDA by reportable segment:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Operating Income (Loss):
 
 
 
 
 
 
 
Match Group
$
139,895

 
$
91,008

 
$
402,293

 
$
232,854

ANGI Homeservices
33,515

 
(112,505
)
 
46,021

 
(115,258
)
Video
(10,250
)
 
(1,809
)
 
(41,107
)
 
(25,227
)
Applications
33,041

 
29,386

 
91,579

 
101,288

Publishing
17,398

 
5,677

 
46,016

 
(2,968
)
Other(a)

 

 

 
(5,621
)
Corporate
(40,767
)
 
(30,346
)
 
(113,583
)
 
(90,962
)
Total
$
172,832

 
$
(18,589
)
 
$
431,219

 
$
94,106

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Adjusted EBITDA:(b)
 
 
 
 
 
 
 
Match Group
$
165,039

 
$
119,564

 
$
478,341

 
$
315,705

ANGI Homeservices
$
77,700

 
$
(2,266
)
 
$
181,319

 
$
21,612

Video
$
(7,390
)
 
$
(822
)
 
$
(31,432
)
 
$
(22,386
)
Applications
$
34,989

 
$
31,077

 
$
97,145

 
$
106,556

Publishing
$
18,467

 
$
7,088

 
$
49,435

 
$
11,007

Other(a)
$

 
$

 
$

 
$
(1,532
)
Corporate
$
(21,478
)
 
$
(17,070
)
 
$
(54,038
)
 
$
(46,908
)
________________________
(b) 
The Company's primary financial measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. The Company believes this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Moreover, our management uses this measure internally to evaluate the performance of our businesses, and this measure is one of the primary metrics on which our internal budgets are based and by which management is compensated. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses.
The following tables reconcile operating income (loss) for the Company's reportable segments and net earnings attributable to IAC shareholders to Adjusted EBITDA:

32

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

 
Three Months Ended September 30, 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
$
139,895

 
$
16,141

 
$
8,513

 
$
435

 
$
55

 
$
165,039

ANGI Homeservices
33,515

 
$
22,474

 
$
6,100

 
$
15,611

 
$

 
$
77,700

Video
(10,250
)
 
$
323

 
$
396

 
$
2,141

 
$

 
$
(7,390
)
Applications
33,041

 
$

 
$
617

 
$
1,331

 
$

 
$
34,989

Publishing
17,398

 
$

 
$
435

 
$
634

 
$

 
$
18,467

Corporate
(40,767
)
 
$
16,425

 
$
2,864

 
$

 
$

 
$
(21,478
)
Operating income
172,832

 
 
 
 
 
 
 
 
 
 
Interest expense
(27,610
)
 
 
 
 
 
 
 
 
 
 
Other income, net
8,113

 
 
 
 
 
 
 
 
 
 
Earnings before income taxes
153,335

 
 
 
 
 
 
 
 
 
 
Income tax benefit
18,242

 
 
 
 
 
 
 
 
 
 
Net earnings
171,577

 
 
 
 
 
 
 
 
 
 
Net earnings attributable to noncontrolling interests
(25,803
)
 
 
 
 
 
 
 
 
 
 
Net earnings attributable to IAC shareholders
$
145,774

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 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
$
91,008

 
$
19,949

 
$
8,147

 
$
401

 
$
59

 
$
119,564

ANGI Homeservices
(112,505
)
 
$
103,980

 
$
3,491

 
$
2,768

 
$

 
$
(2,266
)
Video
(1,809
)
 
$
134

 
$
541

 
$
312

 
$

 
$
(822
)
Applications
29,386

 
$

 
$
1,155

 
$
536

 
$

 
$
31,077

Publishing
5,677

 
$

 
$
1,062

 
$
349

 
$

 
$
7,088

Corporate
(30,346
)
 
$
10,409

 
$
2,867

 
$

 
$

 
$
(17,070
)
Operating loss
(18,589
)
 
 
 
 
 
 
 
 
 
 
Interest expense
(25,036
)
 
 
 
 
 
 
 
 
 
 
Other expense, net
(10,216
)
 
 
 
 
 
 
 
 
 
 
Loss before income taxes
(53,841
)
 
 
 
 
 
 
 
 
 
 
Income tax benefit
279,480

 
 
 
 
 
 
 
 
 
 
Net earnings
225,639

 
 
 
 
 
 
 
 
 
 
Net earnings attributable to noncontrolling interests
(45,996
)
 
 
 
 
 
 
 
 
 
 
Net earnings attributable to IAC shareholders
$
179,643

 
 
 
 
 
 
 
 
 
 

33

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

 
Nine Months Ended September 30, 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
$
402,293

 
$
49,810

 
$
25,059

 
$
914

 
$
265

 
$
478,341

ANGI Homeservices
46,021

 
$
69,433

 
$
18,170

 
$
47,695

 
$

 
$
181,319

Video
(41,107
)
 
$
1,747

 
$
1,518

 
$
6,410

 
$

 
$
(31,432
)
Applications
91,579

 
$

 
$
2,145

 
$
3,421

 
$

 
$
97,145

Publishing
46,016

 
$

 
$
1,566

 
$
1,853

 
$

 
$
49,435

Corporate
(113,583
)
 
$
51,016

 
$
8,529

 
$

 
$

 
$
(54,038
)
Operating income
431,219

 
 
 
 
 
 
 
 
 
 
Interest expense
(81,471
)
 
 
 
 
 
 
 
 
 
 
Other income, net
174,635

 
 
 
 
 
 
 
 
 
 
Earnings before income taxes
524,383

 
 
 
 
 
 
 
 
 
 
Income tax benefit
15,887

 
 
 
 
 
 
 
 
 
 
Net earnings
540,270

 
 
 
 
 
 
 
 
 
 
Net earnings attributable to noncontrolling interests
(105,061
)
 
 
 
 
 
 
 
 
 
 
Net earnings attributable to IAC shareholders
$
435,209

 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 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
$
232,854

 
$
53,627

 
$
23,619

 
$
1,208

 
$
4,397

 
$
315,705

ANGI Homeservices
(115,258
)
 
$
120,280

 
$
9,705

 
$
6,885

 
$

 
$
21,612

Video
(25,227
)
 
$
267

 
$
1,637

 
$
937

 
$

 
$
(22,386
)
Applications
101,288

 
$

 
$
3,087

 
$
1,633

 
$
548

 
$
106,556

Publishing
(2,968
)
 
$

 
$
4,011

 
$
9,964

 
$

 
$
11,007

Other
(5,621
)
 
$
1,729

 
$
836

 
$
1,524

 
$

 
$
(1,532
)
Corporate
(90,962
)
 
$
31,459

 
$
12,595

 
$

 
$

 
$
(46,908
)
Operating income
94,106

 
 
 
 
 
 
 
 
 
 
Interest expense
(74,556
)
 
 
 
 
 
 
 
 
 
 
Other expense, net
(7,700
)
 
 
 
 
 
 
 
 
 
 
Earnings before income taxes
11,850

 
 
 
 
 
 
 
 
 
 
Income tax benefit
322,809

 
 
 
 
 
 
 
 
 
 
Net earnings
334,659

 
 
 
 
 
 
 
 
 
 
Net earnings attributable to noncontrolling interests
(62,539
)
 
 
 
 
 
 
 
 
 
 
Net earnings attributable to IAC shareholders
$
272,120

 
 
 
 
 
 
 
 
 
 

34

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

NOTE 10—OTHER INCOME (EXPENSE), NET
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
 
(In thousands)
Other income (expense), net
$8,113
 
$(10,216)
 
$174,635
 
$(7,700)
Other income (expense), net consists of:
Three months ended September 30, 2018 and 2017
Other income, net in 2018 includes: $8.1 million of interest income; $0.8 million in net foreign currency exchange gains due primarily to the strengthening of the dollar relative to the British Pound; $0.7 million in realized gains related to the sales of certain investments; and $0.8 million mark-to-market charge pertaining to a subsidiary denominated equity instrument.
Other expense, net in 2017 includes: $10.2 million in net foreign currency exchange losses due primarily to the weakening of the dollar relative to the British Pound and Euro; $2.9 million in other-than-temporary impairment charges related to certain cost method investments; $2.1 million expense related to the repricing of the Match Group Term Loan; $1.5 million mark-to-market charge pertaining to a subsidiary denominated equity award held by a non-employee; $4.5 million in realized gains related to the sales of certain investments; and $2.9 million of interest income.
Nine months ended September 30, 2018 and 2017
Other income, net in 2018 includes: $126.4 million of net unrealized gains related to certain equity investments that were adjusted to fair value in accordance with ASU No. 2016-01, which was adopted on January 1, 2018; $27.9 million in realized gains related to the sale of certain equity investments; $20.2 million of interest income; $2.9 million in net foreign currency exchange gains due primarily to the strengthening of the dollar relative to the British Pound; and $1.3 million mark-to-market charge pertaining to a subsidiary denominated equity instrument.
Other expense, net in 2017 includes: $16.3 million in net foreign currency exchange losses due primarily to the weakening of the dollar relative to the British Pound and Euro; $12.2 million mark-to-market charge pertaining to a subsidiary denominated equity award held by a non-employee; $7.7 million in other-than-temporary impairment charges related to certain cost method investments; $2.1 million expense related to the repricing of the Match Group Term Loan; $1.2 million loss from the sale of The Princeton Review; $25.8 million in realized gains related to the sale of certain investments; and $7.1 million of interest income.
NOTE 11—CONTINGENCIES
In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the liquidity, results of operations, or financial condition of the Company. See "Note 3—Income Taxes" for additional information related to income tax contingencies.
NOTE 12—GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

35

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

The 4.75% Senior Notes are unconditionally guaranteed, jointly and severally, by certain domestic subsidiaries which are 100% owned by the Company. The following tables present condensed consolidating financial information at September 30, 2018 and December 31, 2017 and for the three and nine months ended September 30, 2018 and 2017 for: IAC, on a stand-alone basis; the combined guarantor subsidiaries of IAC; the combined non-guarantor subsidiaries of IAC; and IAC on a consolidated basis.
Balance sheet at September 30, 2018:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
IAC Consolidated
 
(In thousands)
Cash and cash equivalents
$
739,157

 
$

 
$
931,827

 
$

 
$
1,670,984

Marketable securities
173,140

 

 
35,415

 

 
208,555

Accounts receivable, net of allowance

 
100,837

 
246,321

 

 
347,158

Other current assets
43,501

 
32,036

 
170,660

 

 
246,197

Intercompany receivables

 
1,225,467

 

 
(1,225,467
)
 

Property and equipment, net of accumulated depreciation and amortization
5,707

 
166,151

 
136,607

 

 
308,465

Goodwill

 
412,009

 
2,160,212

 

 
2,572,221

Intangible assets, net of accumulated amortization

 
73,524

 
550,578

 

 
624,102

Investment in subsidiaries
1,888,607

 
198,380

 

 
(2,086,987
)
 

Other non-current assets
220,674

 
83,101

 
223,597

 
(132,707
)
 
394,665

Total assets
$
3,070,786

 
$
2,291,505

 
$
4,455,217

 
$
(3,445,161
)
 
$
6,372,347

 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
$

 
$

 
$
13,750

 
$

 
$
13,750

Accounts payable, trade
884

 
38,487

 
36,822

 

 
76,193

Other current liabilities
39,385

 
91,104

 
673,073

 

 
803,562

Long-term debt, net
34,248

 

 
1,949,745

 

 
1,983,993

Income taxes payable

 
1,649

 
23,592

 

 
25,241

Intercompany liabilities
395,463

 

 
830,004

 
(1,225,467
)
 

Other long-term liabilities
324

 
18,059

 
185,810

 
(132,707
)
 
71,486

Redeemable noncontrolling interests

 

 
69,530

 

 
69,530

Shareholders' equity (deficit)
2,600,482

 
2,142,206

 
(55,219
)
 
(2,086,987
)
 
2,600,482

Noncontrolling interests

 

 
728,110

 

 
728,110

Total liabilities and shareholders' equity
$
3,070,786

 
$
2,291,505

 
$
4,455,217

 
$
(3,445,161
)
 
$
6,372,347


36

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

Balance sheet at December 31, 2017:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
IAC Consolidated
 
(In thousands)
Cash and cash equivalents
$
585,639

 
$

 
$
1,045,170

 
$

 
$
1,630,809

Marketable securities
4,995

 

 

 

 
4,995

Accounts receivable, net of allowance
31

 
109,289

 
194,707

 

 
304,027

Other current assets
49,159

 
33,387

 
102,828

 

 
185,374

Intercompany receivables

 
668,703

 

 
(668,703
)
 

Property and equipment, net of accumulated depreciation and amortization
2,811

 
174,323

 
138,036

 

 
315,170

Goodwill

 
412,010

 
2,147,056

 

 
2,559,066

Intangible assets, net of accumulated amortization

 
74,852

 
588,885

 

 
663,737

Investment in subsidiaries
2,077,898

 
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


37

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

Statement of operations for the three months ended September 30, 2018:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
IAC Consolidated
 
(In thousands)
Revenue
$

 
$
212,892

 
$
891,771

 
$
(71
)
 
$
1,104,592

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)
19

 
68,748

 
168,524

 
(53
)
 
237,238

Selling and marketing expense
225

 
79,865

 
306,747

 
(35
)
 
386,802

General and administrative expense
37,021

 
7,238

 
146,627

 
17

 
190,903

Product development expense
155

 
14,395

 
63,190

 

 
77,740

Depreciation
271

 
3,009

 
15,645

 

 
18,925

Amortization of intangibles

 
409

 
19,743

 

 
20,152

Total operating costs and expenses
37,691

 
173,664

 
720,476

 
(71
)
 
931,760

Operating (loss) income
(37,691
)
 
39,228

 
171,295

 

 
172,832

Equity in earnings of unconsolidated affiliates
162,497

 
14,555

 

 
(177,052
)
 

Interest expense
(424
)
 

 
(27,186
)
 

 
(27,610
)
Other (expense) income, net (a)
(3,812
)
 
29,367

 
3,826

 
(21,268
)
 
8,113

Earnings before income taxes
120,570

 
83,150

 
147,935

 
(198,320
)
 
153,335

Income tax benefit (provision)
25,204

 
310

 
(7,272
)
 

 
18,242

Net earnings
145,774

 
83,460

 
140,663

 
(198,320
)
 
171,577

Net earnings attributable to noncontrolling interests

 

 
(25,803
)
 

 
(25,803
)
Net earnings attributable to IAC shareholders
$
145,774

 
$
83,460

 
$
114,860

 
$
(198,320
)
 
$
145,774

Comprehensive income attributable to IAC shareholders
$
145,245

 
$
92,277

 
$
122,765

 
$
(215,042
)
 
$
145,245

____________________
(a) 
During the three months ended September 30, 2018, foreign cash of $20 million was repatriated to the U.S.

38

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

Statement of operations for the three months ended September 30, 2017:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
IAC Consolidated
 
(In thousands)
Revenue
$

 
$
185,386

 
$
643,175

 
$
(127
)
 
$
828,434

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)

 
41,741

 
124,676

 
(127
)
 
166,290

Selling and marketing expense
311

 
84,416

 
268,182

 
(30
)
 
352,879

General and administrative expense
32,060

 
15,404

 
188,086

 
30

 
235,580

Product development expense
592

 
13,145

 
56,908

 

 
70,645

Depreciation
407

 
4,338

 
12,518

 

 
17,263

Amortization of intangibles

 
350

 
4,016

 

 
4,366

Total operating costs and expenses
33,370

 
159,394

 
654,386

 
(127
)
 
847,023

Operating (loss) income
(33,370
)
 
25,992

 
(11,211
)
 

 
(18,589
)
Equity in earnings of unconsolidated affiliates
203,817

 
489

 

 
(204,306
)
 

Interest expense
(5,484
)
 

 
(19,552
)
 

 
(25,036
)
Other (expense) income, net
(8,157
)
 
8,309

 
(10,368
)
 

 
(10,216
)
Earnings (loss) before income taxes
156,806

 
34,790

 
(41,131
)
 
(204,306
)
 
(53,841
)
Income tax benefit (provision)
22,837

 
(11,616
)
 
268,259

 

 
279,480

Net earnings
179,643

 
23,174

 
227,128

 
(204,306
)
 
225,639

Net earnings attributable to noncontrolling interests

 

 
(45,996
)
 

 
(45,996
)
Net earnings attributable to IAC shareholders
$
179,643

 
$
23,174

 
$
181,132

 
$
(204,306
)
 
$
179,643

Comprehensive income attributable to IAC shareholders
$
216,868

 
$
3,682

 
$
225,089

 
$
(228,771
)
 
$
216,868


39

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

Statement of operations for the nine months ended September 30, 2018:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
IAC Consolidated
 
(In thousands)
Revenue
$

 
$
633,745

 
$
2,525,271

 
$
(227
)
 
$
3,158,789

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)
170

 
186,187

 
471,227

 
(160
)
 
657,424

Selling and marketing expense
627

 
250,305

 
908,478

 
(116
)
 
1,159,294

General and administrative expense
100,082

 
36,878

 
426,441

 
49

 
563,450

Product development expense
1,371

 
42,815

 
185,936

 

 
230,122

Depreciation
803

 
9,475

 
46,709

 

 
56,987

Amortization of intangibles

 
1,328

 
58,965

 

 
60,293

Total operating costs and expenses
103,053

 
526,988

 
2,097,756

 
(227
)
 
2,727,570

Operating (loss) income
(103,053
)
 
106,757

 
427,515

 

 
431,219

Equity in earnings of unconsolidated affiliates
517,349

 
19,282

 

 
(536,631
)
 

Interest expense
(1,276
)
 

 
(80,195
)
 

 
(81,471
)
Other (expense) income, net (b)
(14,223
)
 
378,454

 
159,786

 
(349,382
)
 
174,635

Earnings before income taxes
398,797

 
504,493

 
507,106

 
(886,013
)
 
524,383

Income tax benefit (provision)
36,412

 
(22,815
)
 
2,290

 

 
15,887

Net earnings
435,209

 
481,678

 
509,396

 
(886,013
)
 
540,270

Net earnings attributable to noncontrolling interests

 

 
(105,061
)
 

 
(105,061
)
Net earnings attributable to IAC shareholders
$
435,209

 
$
481,678

 
$
404,335

 
$
(886,013
)
 
$
435,209

Comprehensive income attributable to IAC shareholders
$
425,593

 
$
490,542

 
$
401,429

 
$
(891,971
)
 
$
425,593

________________________
(b) 
During the nine months ended September 30, 2018, foreign cash of $346 million was repatriated to the U.S.

40

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

Statement of operations for the nine months ended September 30, 2017:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
IAC Consolidated
 
(In thousands)
Revenue
$

 
$
536,789

 
$
1,820,373

 
$
(508
)
 
$
2,356,654

Operating costs and expenses:
 
 
 
 
 
 
 
 
 
Cost of revenue (exclusive of depreciation shown separately below)
160

 
104,580

 
346,975

 
(434
)
 
451,281

Selling and marketing expense
1,250

 
258,634

 
763,640

 
(130
)
 
1,023,394

General and administrative expense
93,974

 
45,779

 
389,588

 
56

 
529,397

Product development expense
2,098

 
42,324

 
136,413

 

 
180,835

Depreciation
1,290

 
17,355

 
36,845

 

 
55,490

Amortization of intangibles

 
10,102

 
12,049

 

 
22,151

Total operating costs and expenses
98,772

 
478,774

 
1,685,510

 
(508
)
 
2,262,548

Operating (loss) income
(98,772
)
 
58,015

 
134,863

 

 
94,106

Equity in earnings of unconsolidated affiliates
346,655

 
2,512

 

 
(349,167
)
 

Interest expense
(16,960
)
 

 
(57,596
)
 

 
(74,556
)
Other (expense) income, net
(20,783
)
 
21,207

 
(8,124
)
 

 
(7,700
)
Earnings before income taxes
210,140

 
81,734

 
69,143

 
(349,167
)
 
11,850

Income tax benefit (provision)
61,980

 
(22,444
)
 
283,273

 

 
322,809

Net earnings
272,120

 
59,290

 
352,416

 
(349,167
)
 
334,659

Net earnings attributable to noncontrolling interests

 

 
(62,539
)
 

 
(62,539
)
Net earnings attributable to IAC shareholders
$
272,120

 
$
59,290

 
$
289,877

 
$
(349,167
)
 
$
272,120

Comprehensive income attributable to IAC shareholders
$
338,730

 
$
46,025

 
$
373,997

 
$
(420,022
)
 
$
338,730



41

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

Statement of cash flows for the nine months ended September 30, 2018:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
IAC Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities
$
(30,873
)
 
$
502,225

 
$
548,884

 
$
(348,536
)
 
$
671,700

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Acquisitions, net of cash acquired
(4,142
)
 

 
(13,493
)
 

 
(17,635
)
Capital expenditures
(3,960
)
 
(1,288
)
 
(54,865
)
 

 
(60,113
)
Proceeds from maturities and sales of marketable debt securities
125,000

 

 

 

 
125,000

Purchases of marketable debt securities
(292,090
)
 

 
(34,816
)
 

 
(326,906
)
Purchases of investments
(19,180
)
 

 
(13,000
)
 

 
(32,180
)
Net proceeds from the sale of investments and businesses
408

 

 
28,222

 

 
28,630

Other, net
(5,000
)
 
3,908

 
10,738

 

 
9,646

Net cash (used in) provided by investing activities
(198,964
)
 
2,620

 
(77,214
)
 

 
(273,558
)
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Repurchases of IAC debt
(363
)
 

 

 

 
(363
)
Principal payments on ANGI Homeservices debt

 

 
(10,313
)
 

 
(10,313
)
Purchase of IAC treasury stock
(82,891
)
 

 

 

 
(82,891
)
Purchase of Match Group treasury stock

 

 
(86,239
)
 

 
(86,239
)
Proceeds from the exercise of IAC stock options
38,903

 

 

 

 
38,903

Proceeds from the exercise of Match Group and ANGI Homeservices stock options

 

 
2,876

 

 
2,876

Withholding taxes paid on behalf of IAC employees on net settled stock-based awards

(3,011
)
 

 

 

 
(3,011
)
Withholding taxes paid on behalf of Match Group and ANGI Homeservices employees on net settled stock-based awards

 

 
(208,962
)
 

 
(208,962
)
 Purchase of noncontrolling interests

 

 
(4,798
)
 

 
(4,798
)
Acquisition-related contingent consideration payments

 

 
(185
)
 

 
(185
)
Intercompany
427,698

 
(504,845
)
 
(271,389
)
 
348,536

 

Other, net
2,674

 

 
(7,547
)
 

 
(4,873
)
Net cash provided by (used in) financing activities
383,010

 
(504,845
)
 
(586,557
)
 
348,536

 
(359,856
)
Total cash provided (used)
153,173

 

 
(114,887
)
 

 
38,286

Effect of exchange rate changes on cash, cash equivalents, and restricted cash
345

 

 
(552
)
 

 
(207
)
Net increase (decrease) in cash, cash equivalents, and restricted cash
153,518

 

 
(115,439
)
 

 
38,079

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
$
739,157

 
$

 
$
932,604

 
$

 
$
1,671,761


42

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

Statement of cash flows for the nine months ended September 30, 2017:
 
IAC
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
IAC Consolidated
 
(In thousands)
Net cash (used in) provided by operating activities
$
(35,286
)
 
$
75,892

 
$
257,195

 
$

 
$
297,801

Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Acquisitions, net of cash acquired

 
(2,200
)
 
(66,913
)
 

 
(69,113
)
Capital expenditures
(337
)
 
(903
)
 
(55,279
)
 

 
(56,519
)
Proceeds from maturities and sales of marketable debt securities
114,350

 

 

 

 
114,350

Purchases of marketable debt securities
(24,909
)
 

 

 

 
(24,909
)
Purchases of investments

 

 
(9,105
)
 

 
(9,105
)
Net proceeds from the sale of businesses and investments
911

 

 
124,309

 

 
125,220

Intercompany
(123,893
)
 

 

 
123,893

 

Other, net

 
307

 
1,012

 

 
1,319

Net cash (used in) provided by investing activities
(33,878
)
 
(2,796
)
 
(5,976
)
 
123,893

 
81,243

Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Repurchases of IAC debt
(31,590
)
 

 

 

 
(31,590
)
Proceeds from the issuance of Match Group debt

 

 
75,000

 

 
75,000

Purchase of IAC treasury stock
(56,424
)
 

 

 

 
(56,424
)
Proceeds from the exercise of IAC stock options
69,065

 

 

 

 
69,065

Proceeds from the exercise of Match Group stock options

 

 
57,705

 

 
57,705

Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
(57,180
)
 

 

 

 
(57,180
)
Withholding taxes paid on behalf of Match Group employees on net settled stock-based awards

 

 
(228,978
)
 

 
(228,978
)
 Purchase of Match Group stock-based awards

 

 
(272,459
)
 

 
(272,459
)
 Purchase of noncontrolling interests

 

 
(13,011
)
 

 
(13,011
)
Acquisition-related contingent consideration payments

 

 
(27,289
)
 

 
(27,289
)
Debt issuance costs

 

 
(2,637
)
 

 
(2,637
)
Intercompany
73,095

 
(73,096
)
 
123,894

 
(123,893
)
 

Other, net
251

 

 
(5,253
)
 

 
(5,002
)
Net cash used in financing activities
(2,783
)
 
(73,096
)
 
(293,028
)
 
(123,893
)
 
(492,800
)
Total cash used
(71,947
)
 

 
(41,809
)
 

 
(113,756
)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
81

 

 
9,320

 

 
9,401

Net decrease in cash, cash equivalents, and restricted cash
(71,866
)
 

 
(32,489
)
 

 
(104,355
)
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
$
501,918

 
$

 
$
753,926

 
$

 
$
1,255,844



43

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

NOTE 13—SUBSEQUENT EVENTS
On November 6, 2018, MTCH declared a special dividend of $2.00 per share on MTCH common stock and Class B common stock, payable on December 19, 2018 to shareholders of record on December 5, 2018. Based on MTCH's current shares outstanding, the total amount of this dividend will be an aggregate of approximately $560 million, of which approximately $450 million will be paid to IAC. The special dividend will be funded with cash on hand and incremental debt, as necessary.
On November 5, 2018,
the IAC Credit Facility was amended and restated, reducing the facility size from $300 million to $250 million, and now expires on November 5, 2023.
ANGI entered into a five-year $250 million revolving credit facility (the "ANGI Credit Facility"). The annual commitment fee on undrawn funds is currently 25 basis points and is based on the net leverage ratio most recently reported. Borrowings under the ANGI Credit Facility bear interest, at ANGI's option, at either a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on ANGI's consolidated net leverage ratio. The terms of the ANGI Homeservices Credit Facility require ANGI to maintain a net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0.
ANGI Term Loan was amended and restated, and is now due on November 5, 2023. Interest payments continue to be due at least quarterly through the term of the loan and quarterly principal payments of 1.25% of the original principal amount in the first three years from the amendment date, 2.5% in the fourth year and 3.75% in the fifth year are required. The financial covenants are the same as those for the ANGI Credit Facility.
On October 1, 2018, the Company entered into an agreement to sell Dictionary LLC, which is part of the Publishing segment; the transaction is expected to close in the fourth quarter of 2018. In addition, on October 29, 2018, the Company sold the television business of Electus, which was part of the Video segment. The combined proceeds from the two transactions are expected to be approximately $130 million.

In October 2018, IAC acquired TelTech, a developer of mobile applications, including RoboKiller and TapeACall, within its Applications segment.
In October 2018, ANGI completed the acquisition of Handy Technologies, Inc. ("Handy"), an on-demand platform and gig marketplace connecting people looking for household services with independent, pre-screened professionals. ANGI issued approximately 8.6 million shares of its Class A common stock in connection with the Handy transaction.
On October 10, 2018, IAC was issued approximately 5.1 million shares of Class B common stock of ANGI pursuant to post-closing adjustment provision of the Angie's List merger agreement.
The Company will change its segment reporting in the fourth quarter of 2018. Dotdash and Vimeo will be moved from the Publishing and Video segments and each will be reported as its own segment. The other businesses within the Publishing and Video segments will be moved to the Emerging & Other segment (formerly the Other segment).


44

Table of Contents

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

GENERAL

Management Overview
IAC operates Vimeo, Dotdash, The Daily Beast and Investopedia, among many others, and also has majority ownership of both Match Group, which includes Tinder, Match, PlentyOfFish, and OkCupid, and ANGI Homeservices, which includes HomeAdvisor and Angie’s List.
For a more detailed description of the Company's operating businesses, see the Company's Annual Report on Form 10-K for the year ended December 31, 2017.
Key Terms:
When the following terms appear in this report, they have the meanings indicated below:
Reportable Segments:
Match Group ("MTCH") - is a leading provider of subscription dating products, operating a portfolio of brands, including Tinder, Match, PlentyOfFish and OkCupid.
ANGI Homeservices ("ANGI") - connects millions of homeowners to home service professionals through its portfolio of digital home service brands, including HomeAdvisor and Angie's List.
Video - consists of Vimeo, Electus, CollegeHumor, IAC Films and for periods prior to its transfer to the Applications segment effective April 1, 2018, Daily Burn.
Applications - consists of Desktop, which includes our direct-to-consumer downloadable desktop applications and the business-to-business partnership operations, and Mobile, which includes Apalon, iTranslate and Daily Burn.
Publishing - consists of Premium Brands, which is composed of Dotdash (including Investopedia), Dictionary.com and The Daily Beast, and Ask & Other, which is principally composed of the Ask Media Group, BlueCrew and CityGrid.
Other - consists of The Princeton Review for the period prior to its sale on March 31, 2017.
Operating Metrics:
In connection with the management of our businesses, we identify, measure and assess a variety of operating metrics. The principal metrics we use in managing our businesses are set forth below:
Match Group
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.

45




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.
ANGI Homeservices
Marketplace Revenue - includes revenue from the HomeAdvisor domestic marketplace service, including consumer connection revenue for consumer matches and membership subscription revenue from service professionals. 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.
Marketplace Paying Service Professionals ("Marketplace Paying SPs") - are the number of HomeAdvisor domestic service professionals that had an active subscription and/or paid for consumer matches in the last month of the period. An active subscription is a subscription for which HomeAdvisor was recognizing revenue on the last day of the relevant period.
Video
Vimeo Ending Subscribers - are the number of subscribers to Vimeo's SaaS video tools at the end of the period.
Operating Costs and Expenses:
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 media produced by Electus and other businesses within our Video segment, 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.

46




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 the liability is settled. Significant changes in forecasted earnings and/or operating metrics will result in a significantly higher or lower fair value measurement. The changes in the estimated fair value of the contingent consideration arrangements during each reporting period, including the accretion of the discount if the arrangement is longer than one year, are recognized in “General and administrative expense” in the accompanying consolidated statement of operations.
Long-term debt (see "Note 6—Long-term Debt" for additional information):
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 September 30, 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 September 30, 2018 is $34.5 million.
4.875% Senior Notes - IAC's 4.875% Senior Notes due November 30, 2018. The outstanding balance of $361.9 million was redeemed on November 30, 2017 with a portion of the proceeds from the Exchangeable Notes.
6.75% MTCH Senior Notes - MTCH's 6.75% Senior Notes with an outstanding balance of $445.2 million was redeemed on December 17, 2017 with the proceeds from the 5.00% MTCH Senior Notes (described below) and cash on hand.
MTCH Term Loan - due November 16, 2022. The outstanding balance of the MTCH Term Loan as of September 30, 2018 is $425 million. The MTCH Term Loan bears interest at LIBOR plus 2.50%, or 4.67% at September 30, 2018.
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 September 30, 2018 is $400 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 September 30, 2018 is $450 million.
ANGI Term Loan - a five-year term loan entered into by ANGI on November 1, 2017 in the amount of $275 million. The outstanding balance of the ANGI Term Loan as of September 30, 2018 is $264.7 million. The ANGI Term Loan bears interest, payable quarterly, at LIBOR plus 2.00%, or 4.10% at September 30, 2018 and has quarterly principal payments.
Non-GAAP financial measure:
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.
Certain Risks and Concentrations—Online Advertising
A meaningful portion of the Company's revenue is derived from online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or changes in advertising spending behavior or in customer buying behavior could adversely affect our operating results. Most of the Company's online advertising revenue is attributable to a services agreement with Google Inc. ("Google").

47




The services agreement became effective on April 1, 2016, following the expiration of the previous services agreement, and expires on March 31, 2020; however, the Company may choose to terminate the agreement effective March 31, 2019. The services agreement requires that the Company comply with certain guidelines promulgated by Google. Google may generally unilaterally update its policies and guidelines without advance notice, which could in turn require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which could be costly to address or otherwise have an adverse effect on our business, financial condition and results of operations. Google’s previously announced policy changes related to its Chrome browser became effective on September 12, 2018 and negatively impacted the distribution of our desktop products through the Chrome Web Store.  The impact of these changes on revenue and profits in the third quarter of 2018 were modest as the Company optimized marketing spend in anticipation of the changes.  While these changes will reduce revenue and profits of these products in the future, the negative effect on overall Applications revenue and profits are expected to be partially offset by marketing optimization and growth at our Mobile businesses.  The estimated fair value of the Applications reporting unit exceeded its carrying value by approximately 5% and the fair value of the related intangible asset approximated its carrying value as of our most recent assessment. As of September 30, 2018, the goodwill balance of the Applications reporting unit and the carrying value of the related intangible asset are $460.1 million and $56.6 million, respectively.
For the three and nine months ended September 30, 2018, revenue earned from Google was $204.4 million and $620.7 million, representing 19% and 20%, respectively, of the Company's consolidated revenue. For the three and nine months ended September 30, 2017, revenue earned from Google was $176.8 million and $539.2 million, representing 21% and 23%, respectively, of the Company's consolidated revenue. This revenue is earned principally by the businesses comprising the Applications and Publishing segments. For the three and nine months ended September 30, 2018, revenue earned from Google represents 72% and 76%, respectively, of Applications revenue and 67% and 71%, respectively, of Publishing revenue. For the three and nine months ended September 30, 2017, revenue earned from Google represents 82% and 83% of Applications revenue and 72% and 71% of Publishing revenue.
2018 Developments
On November 6, 2018, MTCH declared a special dividend of $2.00 per share on MTCH common stock and Class B common stock, payable on December 19, 2018 to shareholders of record on December 5, 2018. Based on MTCH's current shares outstanding, the total amount of this dividend will be an aggregate of approximately $560 million, of which approximately $450 million will be paid to IAC. The special dividend will be funded with cash on hand and incremental debt, as necessary.
On November 5, 2018,

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.
On October 1, 2018, the Company entered into an agreement to sell Dictionary LLC, which is part of the Publishing segment; the transaction is expected to close in the fourth quarter of 2018. In addition, on October 29, 2018, the Company sold the television business of Electus, which was part of the Video segment. The combined proceeds from the two transactions are expected to be approximately $130 million.

In October 2018, IAC acquired TelTech, a developer of mobile applications, including RoboKiller and TapeACall, within its Applications segment.

In October 2018, ANGI completed the acquisition of Handy Technologies, Inc. ("Handy"), an on-demand platform and gig marketplace connecting people looking for household services with independent, pre-screened professionals. ANGI issued approximately 8.6 million shares of its Class A common stock in connection with the Handy transaction.
On October 10, 2018, IAC was issued approximately 5.1 million shares of Class B common stock of ANGI pursuant to post-closing adjustment provision of the Angie's List merger agreement.


48




The Company will change its segment reporting in the fourth quarter of 2018. Dotdash and Vimeo will be moved from the Publishing and Video segments and each will be reported as its own segment. The other businesses within the Publishing and Video segments will be moved to the Emerging & Other segment (formerly the Other segment).
Third Quarter 2018 and Year to Date September 2018 Consolidated Results

For the three months ended September 30, 2018, the Company's revenue increased $276.2 million, or 33%, to $1.1 billion, operating income grew $191.4 million to $172.8 million from a loss of $18.6 million in the prior year and Adjusted EBITDA increased $129.8 million, or 94%, to $267.3 million. Revenue increased due primarily to an increase from ANGI due, in part, to the Combination (defined below) of $121.4 million, growth from MTCH of $100.5 million, and increases from Publishing of $50.7 million and Applications of $17.6 million, partially offset by a decrease from Video of $14.1 million. The operating income increase was due primarily to the increase in Adjusted EBITDA of $129.8 million and a decrease of $79.1 million in stock-based compensation expense due primarily to a decrease in the modification and acceleration charges of $80.9 million related to the Combination, partially offset by increases of $15.8 million in amortization of intangibles due, in part, to the Combination and $1.7 million in depreciation. The Adjusted EBITDA increase was primarily driven by a profit of $77.7 million in 2018 compared to a loss of $2.3 million in 2017 from ANGI and growth of $45.5 million, $11.4 million and $3.9 million from MTCH, Publishing and Applications, respectively, partially offset by increased losses of $6.6 million from Video.
For the nine months ended September 30, 2018, the Company delivered 34% revenue growth, 358% operating income growth and 88% Adjusted EBITDA growth. The increases in revenue, operating income and Adjusted EBITDA are due primarily to the factors described above in the three-month discussion.
Events affecting year-over-year comparability include:
(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 Homeservices 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 $20 million for the remainder of 2018, and 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 three months ended September 30, 2018, the adoption of ASU No. 2014-09 decreased consolidated operating income by $1.0 million. For the nine months ended September 30, 2018, the adoption of ASU No. 2014-09 increased consolidated operating income by $5.4 million, due primarily to a reduction in sales commissions expense of $8.0 million at ANGI due to the capitalization and amortization of sales commissions. For the three and nine months ended September 30, 2018, the effect of ASU No. 2014-09 decreased consolidated revenue by $0.1 million and $1.0 million, respectively.
(iii)
the adoption of FASB ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, on January 1, 2018. For the nine months ended September 30, 2018, the adoption of ASU No. 2016-01 increased other income (expense), net by $126.4 million, which includes gross unrealized gains related to the remeasurement of Company's remaining investments in an investee following the sale of a portion of the Company's investment during the second quarter of 2018.
(iv)
acquisitions in 2018 and 2017:
a controlling interest in Hinge in the second quarter of 2018 (reflected in the MTCH segment);
a controlling interest in HomeStars Inc. ("HomeStars") on February 8, 2017 (reflected in the ANGI Homeservices segment as part of the North America business);
a controlling interest in MyBuilder Limited ("MyBuilder") on March 24, 2017 (reflected in the ANGI Homeservices segment as part of the Europe business); and
Livestream on October 18, 2017 (reflected in the Video segment as part of Vimeo).
(v)
the transfer of Daily Burn from the Video segment to the Applications segment effective April 1, 2018.

49




(vi)
the sale of The Princeton Review on March 31, 2017 (reflected in the Other segment).



50




Results of Operations for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017
Revenue
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Match Group
$
443,943

 
$
100,525

 
29%
 
$
343,418

 
$
1,272,506

 
$
320,752

 
34%
 
$
951,754

ANGI Homeservices
303,116

 
121,399

 
67%
 
181,717

 
853,249

 
340,076

 
66%
 
513,173

Video
64,193

 
(14,145
)
 
(18)%
 
78,338

 
193,112

 
9,015

 
5%
 
184,097

Applications
153,973

 
17,640

 
13%
 
136,333

 
429,034

 
(10,165
)
 
(2)%
 
439,199

Publishing
139,439

 
50,684

 
57%
 
88,755

 
411,116

 
166,157

 
68%
 
244,959

Other *

 

 
—%
 

 

 
(23,980
)
 
NM
 
23,980

Inter-segment eliminations
(72
)
 
55

 
43%
 
(127
)
 
(228
)
 
280

 
55%
 
(508
)
Total
$
1,104,592

 
$
276,158

 
33%
 
$
828,434

 
$
3,158,789

 
$
802,135

 
34%
 
$
2,356,654

________________________
NM = Not meaningful.
* The Other segment consists of the results of The Princeton Review prior to its sale on March 31, 2017.
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
MTCH revenue increased 29% driven by International Direct Revenue growth of $54.7 million, or 38%, and North America Direct Revenue growth of $46.8 million, or 25%. Both International and North America Direct Revenue growth were driven by higher Average Subscribers, up 29% and 18%, respectively, due primarily to continued growth in Subscribers at Tinder. Total ARPU increased 6% due to Tinder, as Subscribers purchased premium subscriptions, such as Tinder Gold, as well as additional à la carte features. International ARPU was unfavorably impacted from the strengthening of the U.S. dollar relative to certain volatile currencies.
ANGI revenue increased 67% driven by the contribution from Angie's List, Marketplace growth of $56.4 million, or 36%, and growth of $1.9 million, or 13% at the European businesses. Marketplace Revenue growth was driven by a 28% increase in Marketplace Service Requests to 6.4 million and a 19% increase in Marketplace Paying SPs to 206,000. Revenue from Angie's List reflects the write-off of deferred revenue due to the Combination of $0.7 million in 2018 compared to $0.1 million in 2017. Revenue growth at the European businesses was driven by growth in the United Kingdom, Germany and France.
Video revenue decreased 18% driven by lower revenue from IAC Films due to the sale of a film in the third quarter of 2017, a decline at Electus and the transfer of Daily Burn to the Applications segment effective April 1, 2018, partially offset by strong growth from Vimeo. Vimeo Ending Subscribers increased 10% to 932,000. Vimeo revenue in 2018 also includes the contribution from Livestream, which was acquired on October 18, 2017.
Applications revenue increased 13% due to an increase of $21.7 million, or 158%, in Mobile, partially offset by a decline of $4.1 million, or 3%, in Desktop. The increase in Mobile revenue was driven by growth of 77% related to the ongoing transition to subscription products, higher marketing expense and new products. In addition, Mobile revenue growth was attributable to iTranslate, which was acquired on March 15, 2018, and Daily Burn, which transferred from the Video segment effective April 1, 2018. The declines at Desktop were driven by the business-to-business partnership operations due primarily to the loss of certain partners, partially offset by growth at the direct-to-consumer desktop applications business due to higher queries and revenue per query. The adoption of ASU No. 2014-09 resulted in an increase in revenue in Desktop of $0.1 million.
Publishing revenue increased 57% due to $42.2 million, or 73%, higher Ask & Other revenue and $8.5 million, or 28%, higher Premium Brands revenue. Ask & Other revenue increased due to growth in paid traffic primarily in international markets. Premium Brands revenue increased due to growth of 35% at Dotdash due to an increase in advertising revenue.

51




For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
MTCH revenue increased 34% driven by International Direct Revenue growth of $188.3 million, or 50%, and North America Direct Revenue growth of $126.5 million, or 23%. Both International and North America Direct Revenue growth were due primarily to the factors described above in the three-month discussion. International ARPU also benefited from the weakening of the U.S. dollar relative to other currencies.
ANGI revenue increased 66% driven by the contribution from Angie's List, Marketplace growth of $141.4 million, or 32%, and growth of $10.6 million, or 25% at the European businesses. Revenue growth for both Marketplace and the European business were due primarily to the factors described above in the three-month discussion. Marketplace Service Requests increased 31% to 18.2 million. Revenue from Angie's List reflects the write-off of deferred revenue due to the Combination of $5.3 million in 2018 compared to $0.1 million in 2017. Revenue growth at the European businesses was also driven by the acquisition of a controlling interest in MyBuilder on March 24, 2017, as well growth across other regions. European revenue also benefited from the weakening of the U.S. dollar relative to the Euro.
Video revenue increased 5% driven by strong growth from Vimeo, due to an increase in ending subscribers, partially offset by a decline at Electus and the transfer of Daily Burn. Vimeo revenue in 2018 also includes the contribution from Livestream.
Applications revenue decreased 2% due to a decline of $44.7 million, or 11%, in Desktop, partially offset by an increase of $34.6 million, or 79%, in Mobile. The declines at Desktop were driven by the business-to-business partnership operations, due primarily to the loss of certain partners, and a decrease in the direct-to-consumer desktop applications business due primarily to lower revenue per query. The increase in Mobile revenue was driven by the factors described above in the three-month discussion. The adoption of ASU No. 2014-09 resulted in a decrease in revenue in Desktop of $0.1 million.
Publishing revenue increased 68% due to $133.5 million, or 83%, higher Ask & Other revenue and $32.7 million, or 38%, higher Premium Brands revenue. Revenue growth for both Ask & Other and Premium Brands were due primarily to the factors described above in the three-month discussion.
Cost of revenue
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Cost of revenue (exclusive of depreciation shown separately below)
$237,238
 
$70,948
 
43%
 
$166,290
As a percentage of revenue
21%
 
 
 
 
 
20%
Cost of revenue in 2018 increased from 2017 due to increases of $46.9 million from Publishing, $35.5 million from MTCH and $6.0 million from ANGI, partially offset by a decrease of $21.6 million from Video.
The Publishing increase was due primarily to an increase of $42.2 million in traffic acquisition costs driven by higher revenue, primarily in international markets, at Ask & Other and an increase of $4.7 million in compensation expense.
The MTCH increase was due primarily to an increase of $32.3 million in in-app purchase fees as revenues are increasingly sourced through mobile app stores.
The ANGI increase was due primarily to increases of $2.5 million in traffic acquisition costs, $2.2 million in credit card processing fees, including $1.3 million, from the inclusion of Angie's List and higher Marketplace Revenue, $1.4 million in costs associated with publishing and distributing the Angie's List Magazine and $0.5 million in hosting fees, primarily from the inclusion of Angie's List.
The Video decrease was due primarily to a decrease of $29.1 million in production costs at our media and video businesses, driven primarily by lower revenue from IAC Films and a decline at Electus, partially offset by the expense from the inclusion of Livestream.

52




For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Cost of revenue (exclusive of depreciation shown separately below)
$657,424
 
$206,143
 
46%
 
$451,281
As a percentage of revenue
21%
 
 
 
 
 
19%
Cost of revenue in 2018 increased from 2017 due to increases of $108.3 million from Publishing, $105.2 million from MTCH and $19.9 million from ANGI, partially offset by decreases of $22.3 million from Video and $8.9 million from Other.
The Publishing, MTCH and ANGI increases and the Video decrease were due primarily to the factors described above in the three-month discussion.
The Other decrease was due to the sale of The Princeton Review.
Selling and marketing expense
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Selling and marketing expense
$386,802
 
$33,923
 
10%
 
$352,879
As a percentage of revenue
35%
 
 
 
 
 
43%
Selling and marketing expense in 2018 increased from 2017 due to increases of $13.5 million from MTCH, $11.0 million from Video, $8.9 million from Applications and $5.5 million from ANGI, partially offset by $5.1 million from Publishing.
The MTCH increase was due primarily to higher marketing expense of $12.2 million due primarily to increased investments in Pairs and OkCupid. Selling and marketing expense also reflects the inclusion of Hinge, which was acquired in the second quarter of 2018. As a percentage of revenue, selling and marketing expense decreased due primarily to the ongoing shift towards brands with lower marketing spend.
The Video increase was due primarily to increases in marketing expense of $3.3 million and $2.5 million at Vimeo and IAC Films, respectively, higher compensation expense of $2.8 million at Electus and $2.1 million of expense from the inclusion of Livestream, partially offset by a decrease of $0.9 million from Daily Burn, following its transfer to the Applications segment effective April 1, 2018.
The Applications increase was due primarily to higher online marketing expense of $9.5 million at Mobile.
The ANGI increase was due primarily to higher marketing expense of $10.2 million, reflecting the impact from the inclusion of Angie's List, and an increase in facilities costs of $2.2 million, partially offset by a reduction in compensation expense of $8.8 million. The increase in marketing expense was due primarily to increased investment in television spend. Compensation expense reflects a decrease of $18.8 million in stock-based compensation expense and the inclusion of $4.1 million in severance and retention costs in 2017 related to the Combination, partially offset by growth in the sales force. Stock-based compensation expense reflects decreases of $12.2 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($0.4 million in 2018 compared to $12.6 million in 2017) and $6.7 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 ($0.1 million in 2018 compared to $6.9 million in 2017). As a percentage of revenue, selling and marketing expense declined due, in part, to accelerated revenue growth driven by capacity expansion efforts combined with marketing optimization efforts at HomeAdvisor.

53




The Publishing decrease was due primarily to lower online marketing expense of $8.8 million, despite higher Ask & Other revenue, partially offset by an increase of $3.2 million in compensation expense due, in part, to increases in the sales force at Dotdash and The Daily Beast.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Selling and marketing expense
$1,159,294
 
$135,900
 
13%
 
$1,023,394
As a percentage of revenue
37%
 
 
 
 
 
43%
Selling and marketing expense in 2018 increased from 2017 due to increases of $78.5 million from ANGI, $27.1 million from MTCH, $27.0 million from Video and $17.9 million from Publishing, partially offset by decreases of $7.3 million from each of Other and Applications.
The ANGI increase was due primarily to increases in marketing expense of $51.5 million, compensation expense of $16.9 million and facilities costs of $4.4 million, all reflecting the impact from the inclusion of Angie's List. The increase in marketing expense is due primarily to increased investments in television spend and online marketing. Compensation expense increased due primarily to growth in the sales force, partially offset by a decrease in stock-based compensation expense of $17.8 million and the inclusion in 2017 of $4.1 million in severance and retention costs related to the Combination. The decrease in stock-based compensation expense reflects decreases of $11.5 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($1.2 million in 2018 compared to $12.6 million in 2017) and $6.4 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 ($0.5 million in 2018 compared to $6.9 million in 2017). Compensation expense in 2018 also reflects a reduction in sales commissions expense of $8.0 million due to the adoption of ASU No. 2014-09. As a percentage of revenue, selling and marketing expense declined due, in part, to accelerated revenue growth driven by capacity expansion efforts combined with marketing optimization efforts at HomeAdvisor.
The MTCH increase was due primarily to the factors described above in the three-month discussion. Higher marketing expense was further impacted by increased investments in Tinder and Meetic, partially offset by lower offline marketing spend at Match.
The Video increase was due primarily to increases in marketing expense of $9.5 million and $5.5 million at Vimeo and IAC Films, respectively, higher compensation expense of $8.5 million at Electus and $7.4 million of expense from the inclusion of Livestream, partially offset by a decrease of $6.8 million from Daily Burn, following its transfer to the Applications segment.
The Publishing increase was due primarily to higher online marketing expense of $9.2 million, principally related to higher Ask & Other revenue, and an increase of $7.9 million in compensation expense due, in part, to increases in the sales force at Dotdash and The Daily Beast, and an increase in severance.
The Other decrease was due to the sale of The Princeton Review.
The Applications decrease was due primarily to lower online marketing expense of $22.8 million at Desktop, partially offset by higher online marketing expense of $13.5 million at Mobile.
General and administrative expense
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017

54




 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
General and administrative expense
$190,903
 
$(44,677)
 
(19)%
 
$235,580
As a percentage of revenue
17%
 
 
 
 
 
28%
General and administrative expense in 2018 decreased from 2017 due to decreases of $46.9 million from ANGI, $4.8 million from MTCH and $4.0 million from Publishing, partially offset by an increase of $10.5 million from Corporate.
The ANGI decrease was due primarily to lower compensation expense of $47.9 million. The decrease in compensation expense is due primarily to a decrease of $52.3 million in stock-based compensation expense and a decrease of $7.4 million in severance and retention costs related to the Combination ($0.3 million in 2018 compared to $7.7 million in 2017), partially offset by an increase in headcount following the Combination and existing business growth. The decrease in stock-based compensation expense reflects decreases of $40.3 million in expense due to the modification of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($12.9 million in 2018 compared to $53.1 million in 2017) and $11.2 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 ($0.9 million in 2018 compared to $12.1 million in 2017). General and administrative expense also reflects a reduction in transaction and integration-related costs principally related to the Combination of $12.6 million, partially offset by increases of $7.4 million in bad debt expense, due, in part, to higher Marketplace Revenue and $2.4 million in software license and maintenance costs, reflecting the impact from the inclusion of Angie's List.
The MTCH decrease was due primarily to a decrease of $4.1 million in stock-based compensation expense due primarily to a decrease in expense related to a subsidiary denominated equity award issued to a non-employee, which was settled in the third quarter of 2017.
The Publishing decrease was due primarily to a favorable legal settlement of $4.8 million in the current year period.
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.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
General and administrative expense
$563,450
 
$34,053
 
6%
 
$529,397
As a percentage of revenue
18%
 
 
 
 
 
22%
General and administrative expense in 2018 increased from 2017 due to increases of $25.6 million from Corporate, $20.2 million from ANGI and $5.1 million from Video, partially offset by decreases of $9.3 million from Other and $7.6 million from MTCH.
The Corporate increase was due primarily to the factor described above in the three-month discussion.
The ANGI increase was due primarily to an increase of $14.2 million in bad debt expense due, in part, to higher Marketplace Revenue, increases of $7.4 million in software license and maintenance costs, $2.7 million in compensation expense and $2.4 million in facilities costs, all reflecting the impact from the inclusion of Angie's List, and an increase in customer service expense of $2.4 million, partially offset by a reduction in transaction and integration-related costs principally related to the Combination of $15.7 million. The increase in compensation expense is due primarily to an increase in headcount following the Combination and existing business growth, almost entirely offset by a decrease of $26.3 million in stock-based compensation expense and a decrease of $5.0 million in severance and retention costs related to the Combination ($2.7 million in 2018 compared to $7.7 million in 2017). The decrease in stock-based compensation expense reflects decreases of $15.1 million in expense due to the modification

55




of previously issued HomeAdvisor equity awards, which were converted into ANGI Homeservices' equity awards ($38.1 million in 2018 compared to $53.1 million in 2017) and $4.9 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 ($7.2 million in 2018 compared to $12.1 million in 2017) and the inclusion in 2017 of a modification charge related to an equity award.
The Video increase was due primarily to $5.4 million of expense from the inclusion of Livestream.
The Other decrease was due to the sale of The Princeton Review.
The MTCH decrease was due primarily to the factor described above in the three-month discussion, and a change of $4.1 million in acquisition-related contingent consideration fair value adjustments (expense of $0.3 million in 2018 compared to expense of $4.3 million in 2017), partially offset by an increase in compensation expense of $6.4 million, excluding stock-based compensation expense.
Product development expense
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Product development expense
$77,740
 
$7,095
 
10%
 
$70,645
As a percentage of revenue
7%
 
 
 
 
 
9%
Product development expense in 2018 increased from 2017 due to increases of $7.0 million from MTCH and $3.2 million from Video, partially offset by a decrease of $4.7 million from ANGI.
The MTCH increase was due primarily to an increase of $6.4 million in compensation expense, which includes $5.8 million related primarily to higher headcount at Tinder and $0.6 million in stock-based compensation expense due primarily to the issuance of new equity awards since 2017.
The Video increase was due primarily to $2.6 million of expense from the inclusion of Livestream.
The ANGI decrease was due primarily to a decrease of $7.2 million in compensation expense, partially offset by an increase of $1.2 million in software license and maintenance costs, reflecting the impact from the inclusion of Angie's List. The decrease in compensation expense was due primarily to a decrease of $10.2 million in stock-based compensation expense resulting from the reduction in the modification charge related to the Combination, partially offset by increased headcount.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Product development expense
$230,122
 
$49,287
 
27%
 
$180,835
As a percentage of revenue
7%
 
 
 
 
 
8%
Product development expense in 2018 increased from 2017 due to increases of $25.4 million from MTCH, $12.2 million from ANGI and $9.8 million from Video.
The MTCH increase was due primarily to the factors described above in the three-month discussion.
The ANGI increase was due primarily to increases of $5.3 million in compensation expense and $3.7 million in software license and maintenance costs, reflecting the impact from the inclusion of Angie's List. The increase in

56




compensation expense was due primarily to increased headcount, partially offset by a decrease of $6.6 million in stock-based compensation expense due principally to the reduction in the modification charge related to the Combination.
The Video increase was due primarily to the factor described above in the three-month discussion.
Depreciation
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Depreciation
$18,925
 
$1,662
 
10%
 
$17,263
As a percentage of revenue
2%
 
 
 
 
 
2%
Depreciation in 2018 increased from 2017 due primarily to continued corporate growth at ANGI, partially offset by certain fixed assets becoming fully depreciated.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Depreciation
$56,987
 
$1,497
 
3%
 
$55,490
As a percentage of revenue
2%
 
 
 
 
 
2%
Depreciation in 2018 increased from 2017 due primarily to continued corporate growth at ANGI and MTCH, partially offset by certain fixed assets becoming fully depreciated and the sale of The Princeton Review.
Operating income (loss)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Match Group
$
139,895

 
$
48,887

 
54%
 
$
91,008

 
$
402,293

 
$
169,439

 
73%
 
$
232,854

ANGI Homeservices
33,515

 
146,020

 
NM
 
(112,505
)
 
46,021

 
161,279

 
NM
 
(115,258
)
Video
(10,250
)
 
(8,441
)
 
(466)%
 
(1,809
)
 
(41,107
)
 
(15,880
)
 
(63)%
 
(25,227
)
Applications
33,041

 
3,655

 
12%
 
29,386

 
91,579

 
(9,709
)
 
(10)%
 
101,288

Publishing
17,398

 
11,721

 
206%
 
5,677

 
46,016

 
48,984

 
NM
 
(2,968
)
Other

 

 
—%
 

 

 
5,621

 
NM
 
(5,621
)
Corporate
(40,767
)
 
(10,421
)
 
(34)%
 
(30,346
)
 
(113,583
)
 
(22,621
)
 
(25)%
 
(90,962
)
Total
$
172,832

 
$
191,421

 
NM
 
$
(18,589
)
 
$
431,219

 
$
337,113

 
358%
 
$
94,106

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As a percentage of revenue
16%
 
 
 
 
 
(2)%
 
14%
 
 
 
 
 
4%
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
Operating income in 2018 increased from a loss in 2017 due primarily to the increase in Adjusted EBITDA of $129.8 million described below and a decrease of $79.1 million in stock-based compensation expense, partially offset by increases of $15.8 million in amortization of intangibles and $1.7 million in depreciation. The decrease in stock-based compensation

57




expense was due primarily to a decrease of $80.9 million in modification and acceleration charges related to the Combination ($16.0 million in 2018 compared to $96.9 million in 2017). The increase in amortization of intangibles was due primarily to the Combination and the acquisition of Livestream.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
Operating income in 2018 increased from 2017 due primarily to the increase in Adjusted EBITDA of $336.7 million described below, a decrease of $35.4 million in stock-based compensation expense and a change of $4.7 million in acquisition-related contingent consideration fair value adjustments, partially offset by increases of $38.1 million in amortization of intangibles and $1.5 million in depreciation. The decrease in stock-based compensation expense was due primarily to a decrease of $45.1 million in modification and acceleration charges related to the Combination ($51.9 million in 2018 compared to $96.9 million in 2017) and the inclusion in 2017 of a modification charge related to an equity award. The increase in amortization of intangibles was due primarily to the factors described above in the three-month discussion, partially offset by a Publishing trade name that became fully amortized in 2017.
At September 30, 2018, there was $338.4 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.2 years.
Adjusted EBITDA
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Match Group
$
165,039

 
$
45,475

 
38%
 
$
119,564

 
$
478,341

 
$
162,636

 
52%
 
$
315,705

ANGI Homeservices
77,700

 
79,966

 
NM
 
(2,266
)
 
181,319

 
159,707

 
739%
 
21,612

Video
(7,390
)
 
(6,568
)
 
(799)%
 
(822
)
 
(31,432
)
 
(9,046
)
 
(40)%
 
(22,386
)
Applications
34,989

 
3,912

 
13%
 
31,077

 
97,145

 
(9,411
)
 
(9)%
 
106,556

Publishing
18,467

 
11,379

 
161%
 
7,088

 
49,435

 
38,428

 
349%
 
11,007

Other

 

 
—%
 

 

 
1,532

 
NM
 
(1,532
)
Corporate
(21,478
)
 
(4,408
)
 
(26)%
 
(17,070
)
 
(54,038
)
 
(7,130
)
 
(15)%
 
(46,908
)
Total
$
267,327

 
$
129,756

 
94%
 
$
137,571

 
$
720,770

 
$
336,716

 
88%
 
$
384,054

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As a percentage of revenue
24%
 
 
 
 
 
17%
 
23%
 
 
 
 
 
16%
For a reconciliation of operating income (loss) for the Company's reportable segments and net earnings attributable to IAC's shareholders to Adjusted EBITDA, see "Note 9—Segment Information" to the consolidated financial statements included in "Item 1. Consolidated Financial Statements."
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
MTCH Adjusted EBITDA increased 38% due primarily to the increase of $100.5 million in revenue due to growth at Tinder, and lower operating expenses as a percentage of revenue, partially offset by higher in-app purchase fees as revenues are increasingly sourced through mobile app stores.
ANGI Adjusted EBITDA increased to a profit of $77.7 million in 2018 from a loss of $2.3 million in 2017, due primarily to the increase of $121.4 million in revenue, which reflects an increase in the write-off of deferred revenue related to the Combination of $0.6 million, a reduction in transaction and integration-related costs principally related to the Combination of $24.4 million and lower selling and marketing expense as a percentage of revenue, partially offset by higher compensation expense due, in part, to increased headcount following the Combination, and increases of $7.4 million in bad debt expense, $6.0 million in cost of revenue, $4.0 million in software license and maintenance cost and $3.6 million in facilities costs.
Video Adjusted EBITDA loss increased 799% driven primarily by higher losses from Electus and lower profits at IAC Films, primarily due to lower revenue, partially offset by lower Adjusted EBITDA losses at Vimeo.

58




Applications Adjusted EBITDA increased 13% due primarily to higher revenue, partially offset by higher online marketing spend at Mobile.
Publishing Adjusted EBITDA increased 161% due primarily to higher revenue and a favorable legal settlement of $4.8 million in the current year period.
Corporate Adjusted EBITDA loss increased 26% due primarily to higher compensation costs.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
MTCH Adjusted EBITDA increased 52% due primarily to the factors described above in the three-month discussion.
ANGI Adjusted EBITDA increased 739% due primarily to the increase of $340.1 million in revenue, which reflects an increase in the write-off of deferred revenue related to the Combination of $5.2 million, a reduction in transaction and integration-related costs principally related to the Combination of $25.9 million and the factors described above in the three-month discussion. Additionally, Adjusted EBITDA in 2018 benefited from a reduction in sales commissions expense of $8.0 million due to the adoption of ASU No. 2014-09.
Video Adjusted EBITDA loss increased 40%, despite higher revenue, due to higher losses from Electus and Vimeo, partially offset by lower losses from Daily Burn, which transferred to the Applications segment effective April 1, 2018. The increased Adjusted EBITDA loss at Vimeo, despite higher revenue, was driven by investments in product development and marketing expense to continue to grow the business.
Applications Adjusted EBITDA decreased 9% due primarily to lower revenue and the contribution from Daily Burn, which transferred from the Video segment, partially offset by lower online marketing spend at Desktop.
Publishing Adjusted EBITDA increased 349% due primarily to the factors described above in the three-month discussion and lower operating expenses as a percentage of revenue, partially offset by an increase in traffic acquisition costs driven by higher revenue primarily in international markets at Ask & Other.
Corporate Adjusted EBITDA loss increased 15% due primarily to the factor described above in the three-month discussion.
Interest expense
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Interest expense
$27,610
 
$2,574
 
10%
 
$25,036
Interest expense in 2018 increased from 2017 due primarily to the increase in the average outstanding long-term debt balance from the prior year.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Interest expense
$81,471
 
$6,915
 
9%
 
$74,556
Interest expense in 2018 increased from 2017 due primarily to the factors described above in the three-month discussion.

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Other income (expense), net
For the three months ended September 30, 2018 and 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Other income (expense), net
$8,113
 
$18,329
 
NM
 
$(10,216)
Other income, net in 2018 includes: $8.1 million of interest income; $0.8 million in net foreign currency exchange gains due primarily to the strengthening of the U.S. dollar relative to the British Pound; $0.7 million in realized gains related to the sales of certain investments; and $0.8 million mark-to-market charge pertaining to a subsidiary denominated equity instrument.
Other expense, net in 2017 includes: $10.2 million in net foreign currency exchange losses due primarily to the weakening of the U.S. dollar relative to the British Pound and Euro; $2.9 million in other-than-temporary impairment charges related to certain cost method investments; $2.1 million expense related to the repricing of the Match Group Term Loan; $1.5 million mark-to-market charge pertaining to a subsidiary denominated equity award held by a non-employee; $4.5 million in realized gains related to the sales of certain investments; and $2.9 million of interest income.
For the nine months ended September 30, 2018 and 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Other income (expense), net
$174,635
 
$182,335
 
NM
 
$(7,700)
Other income, net in 2018 includes: $126.4 million of net unrealized gains related to certain equity investments that were adjusted to fair value in accordance with ASU No. 2016-01, which was adopted on January 1, 2018; $27.9 million in realized gains related to the sale of certain equity investments; $20.2 million of interest income; $2.9 million in net foreign currency exchange gains due primarily to the strengthening of the U.S. dollar relative to the British Pound; and $1.3 million mark-to-market charge pertaining to a subsidiary denominated equity instrument.
Other expense, net in 2017 includes: $16.3 million in net foreign currency exchange losses due primarily to the weakening of the U.S. dollar relative to the British Pound and Euro; $12.2 million mark-to-market charge pertaining to a subsidiary denominated equity award held by a non-employee; $7.7 million in other-than-temporary impairment charges related to certain cost method investments; $2.1 million expense related to the repricing of the Match Group Term Loan; $1.2 million loss from the sale of The Princeton Review; $25.8 million in realized gains related to the sale of certain investments; and $7.1 million of interest income.
Income tax benefit
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Income tax benefit
$18,242
 
NM
 
NM
 
$279,480
Effective income tax rate
NM
 
 
 
 
 
NM
The income tax benefit in 2018, despite pre-tax income, was due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards, a reduction in the Transition Tax described below, and research credits. 
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act subjected to U.S. taxation certain previously deferred earnings of foreign subsidiaries as of December 31, 2017 (“Transition Tax”) and

60




implemented a number of changes that took effect on January 1, 2018, including but not limited to, a reduction of the U.S. federal corporate tax rate from 35% to 21% and a new minimum tax on global intangible low-taxed income (“GILTI”) earned by foreign subsidiaries. The Company was able to make a reasonable estimate of the Transition Tax and recorded a provisional tax expense in the fourth quarter of 2017. In the third quarter of 2018, the Company finalized this calculation, which resulted in a $9.2 million reduction in the Transition Tax. The net reduction in the Transition Tax was due primarily to the utilization of additional foreign tax credits and a reduction in state taxes, partially offset by additional taxable earnings and profits of our foreign subsidiaries based on recently issued Internal Revenue Service guidance. The adjustment of the Company’s provisional tax expense was recorded as a change in estimate in accordance with Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act, which is also included in ASU No. 2018-05, Income Taxes (Topic 740), Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which was issued and adopted by the Company in March 2018. Despite the completion of the Company’s accounting for the Tax Act under SAB 118, many aspects of the law remain unclear and we expect ongoing guidance to be issued at both the federal and state levels. We will continue to monitor and assess the impact of any new developments.
The income tax benefit in 2017 was due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards.
For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Income tax benefit
$15,887
 
NM
 
NM
 
$322,809
Effective income tax rate
NM
 
 
 
 
 
NM
The income tax benefits in 2018 and 2017 were due primarily to the factors described above in the three-month discussion.
For further details of income tax matters, see "Note 3—Income Taxes" to the consolidated financial statements included in "Item 1. Consolidated Financial Statements."
Net earnings attributable to noncontrolling interests
Noncontrolling interests represent the noncontrolling holders’ percentage share of earnings or losses from the subsidiaries in which the Company holds a majority, but less than 100%, ownership interest and the results of which are included in our consolidated financial statements.
For the three months ended September 30, 2018 compared to the three months ended September 30, 2017
 
Three Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Net earnings attributable to noncontrolling interests
$25,803
 
$(20,193)
 
(44)%
 
$45,996
Net earnings attributable to noncontrolling interests in 2018 primarily represents the publicly-held interest in MTCH's and ANGI's earnings.
Net earnings attributable to noncontrolling interests in 2017 primarily represents the publicly-held interest in MTCH's earnings, partially offset by ANGI's losses.

61




For the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017
 
Nine Months Ended September 30,
 
2018
 
$ Change
 
% Change
 
2017
 
(Dollars in thousands)
Net earnings attributable to noncontrolling interests
$105,061
 
$42,522
 
68%
 
$62,539
Net earnings attributable to noncontrolling interests in 2018 primarily represents the publicly-held interest in MTCH's and ANGI's earnings as well as the net earnings attributable to the noncontrolling interests in a subsidiary that holds the unrealized gains related to certain equity investments that were adjusted during the second quarter of 2018 to fair value in accordance with ASU No. 2016-01, partially offset by net losses attributable to the noncontrolling interests in certain subsidiaries within the Video segment.
Net earnings attributable to noncontrolling interests in 2017 primarily represents the publicly-held interest in MTCH's earnings, partially offset by ANGI's losses.

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PRINCIPLES OF FINANCIAL REPORTING

IAC reports Adjusted EBITDA as a supplemental measure to U.S. generally accepted accounting principles ("GAAP"). This measure is one of the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. IAC endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.
Definition of Non-GAAP Measure
        Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. The above items are excluded from our Adjusted EBITDA measure because these items are non-cash in nature. Adjusted EBITDA has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses.
For a reconciliation of operating income (loss) by reportable segment and net earnings attributable to IAC shareholders to Adjusted EBITDA for the three and nine months ended September 30, 2018 and 2017, see "Note 9—Segment Information" to the consolidated financial statements included in "Item 1—Consolidated Financial Statements."
Non-Cash Expenses That Are Excluded From Non-GAAP Measure
        Stock-based compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions (including the Combination), of stock options, restricted stock units ("RSUs"), performance-based RSUs and market-based awards. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding using the treasury stock method. Performance-based RSUs and market-based awards are included only to the extent the applicable performance or market condition(s) have been met (assuming the end of the reporting period is the end of the contingency period). To the extent that stock-based awards are settled on a net basis, the Company remits the required tax-withholding amounts from its current funds.
        Depreciation is a non-cash expense relating to our property and equipment and is computed using the straight-line method to allocate the cost of depreciable assets to operations over their estimated useful lives, or, in the case of leasehold improvements, the lease term, if shorter.
        Amortization of intangible assets and impairments of goodwill and intangible assets are non-cash expenses related primarily to acquisitions (including the Combination). At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as service professional relationships, technology, customer lists and user base, content, trade names and memberships, are valued and amortized over their estimated lives. Value is also assigned to acquired indefinite-lived intangible assets, which comprise trade names and trademarks, and goodwill that are not subject to amortization. An impairment is recorded when the carrying value of an intangible asset or goodwill exceeds its fair value. We believe that intangible assets represent costs incurred by the acquired company to build value prior to acquisition and the related amortization and impairment charges of intangible assets or goodwill, if applicable, are not ongoing costs of doing business.
Gains and losses recognized on changes in the fair value of contingent consideration arrangements are accounting adjustments to report contingent consideration liabilities at fair value. These adjustments can be highly variable and are excluded from our assessment of performance because they are considered non-operational in nature and, therefore, are not indicative of current or future performance or the ongoing cost of doing business.


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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

Financial Position
 
 
September 30, 2018
 
December 31, 2017
 
 
(In thousands)
Cash and cash equivalents:
 
 
 
 
United States
 
$
1,480,543

 
$
1,178,616

All other countries(a)
 
190,441

 
452,193

Total cash and cash equivalents
 
1,670,984

 
1,630,809

Marketable securities (United States)
 
208,555

 
4,995

Total cash and cash equivalents and marketable securities(b) (c)
 
$
1,879,539

 
$
1,635,804

MTCH Debt:
 
 
 
 
  MTCH Term Loan
 
$
425,000

 
$
425,000

  6.375% MTCH Senior Notes
 
400,000

 
400,000

  5.00% MTCH Senior Notes
 
450,000

 
450,000

  Total MTCH long-term debt
 
1,275,000

 
1,275,000

Less: unamortized original issue discount
 
7,681

 
8,668

Less: unamortized debt issuance costs
 
12,231

 
13,636

Total MTCH debt, net
 
1,255,088

 
1,252,696

 
 
 
 
 
ANGI Debt:
 
 
 
 
 ANGI Term Loan
 
264,688


275,000

 Less: current portion of ANGI Term Loan
 
13,750


13,750

Less: unamortized debt issuance costs
 
2,483


2,938

Total ANGI debt, net
 
248,455


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
 
57,356

 
67,158

Less: unamortized debt issuance costs
 
14,183

 
16,740

Total IAC debt, net
 
480,450

 
468,461

 
 
 
 
 
Total long-term debt, net
 
$
1,983,993

 
$
1,979,469

_________________________________________________________________________
(a) 
At September 30, 2018, all of the Company’s international cash can be repatriated without significant tax consequences as it has been subjected to U.S. income taxes due to either the Transition Tax or tax on GILTI imposed by the Tax Act. During the nine months ended September 30, 2018, foreign cash of $346 million was repatriated to the U.S.
(b) 
Cash and cash equivalents at September 30, 2018 and December 31, 2017 includes MTCH's domestic and international cash and cash equivalents of $268.4 million and $134.2 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 September 30, 2018 and December 31, 2017 includes ANGI's domestic and international cash and cash equivalents of $272.3 million and $7.2 million; and $214.8 million and $6.7 million, respectively. Marketable securities at September 30, 2018 include $34.9 million at ANGI. There are no marketable securities at December 31, 2017 at ANGI. 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.

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IAC, MTCH and ANGI Long-term Debt
For a detailed description of IAC, MTCH and ANGI long-term debt, see "Note 6—Long-term Debt" to the consolidated financial statements included in "Item 1. Consolidated Financial Statements."
Cash Flow Information
In summary, the Company's cash flows are as follows:
 
Nine Months Ended September 30,
 
2018
 
2017
 
(In thousands)
Net cash provided by (used in)
 
 
 
Operating activities
$
671,700

 
$
297,801

Investing activities
(273,558
)
 
81,243

Financing activities
(359,856
)
 
(492,800
)
Net cash provided by operating activities consists of earnings adjusted for non-cash items, the effect of changes in working capital and acquisition-related contingent consideration payments (to the extent greater than the liability initially recognized at the time of acquisition). Non-cash adjustments include stock-based compensation expense, unrealized gains and losses on equity securities, amortization of intangibles, depreciation, deferred income taxes, bad debt expense and gains from the sale of investments and businesses.
2018
Adjustments to earnings primarily consist of $172.0 million of stock-based compensation expense, $60.3 million of amortization of intangibles, $57.0 million of depreciation and $35.5 million of bad debt expense, partially offset by $126.4 million of net unrealized gains on certain equity securities, $36.9 million of deferred income taxes and $27.2 million of gains from the sale of investments. The deferred income tax benefit primarily relates to the net operating loss created by the exercise and vesting of stock-based awards, partially offset by the deferred income tax provision on the net unrealized gains on certain equity securities. The decrease from changes in working capital primarily consists of an increase in accounts receivable of $78.7 million, an increase in other assets of $48.9 million, partially offset by an increase in accounts payable and other liabilities of $57.9 million and an increase in deferred revenue of $52.2 million. The increase in accounts receivable is primarily due to revenue growth at ANGI, MTCH and Publishing. The increase in other assets is primarily related to increases in prepaid hosting services and capitalized mobile app store fees at MTCH and increases in capitalized sales commissions and prepaid marketing at ANGI. The increase in accounts payable and other liabilities is primarily due to increases in (i) accrued compensation costs, (ii) payables and accruals at Publishing due to growth in paid traffic primarily in international markets, (iii) accrued interest primarily related to the MTCH Senior Notes due to the timing of interest payments and (iv) accrued advertising driven by MTCH and ANGI. The increase in deferred revenue is due primarily to growth in subscription sales at MTCH and Vimeo.
Net cash used in investing activities includes purchases (net of maturities and sales) of marketable debt securities of $201.9 million, capital expenditures of $60.1 million, primarily related to investments in the development of capitalized software at ANGI and MTCH to support their products and services and computer hardware, cash used for acquisitions and investments of $49.8 million, partially offset by net proceeds from the sale of investments of $28.6 million and $10.4 million in net proceeds from the sale of Angie's List's campus located in Indianapolis.
Net cash used in financing activities includes $181.8 million and $27.2 million for withholding taxes paid on behalf of MTCH and ANGI employees, respectively, for stock-based awards that were net settled, $86.2 million for the repurchase of 2.0 million shares, on a settlement date basis, of MTCH common stock at an average price of $42.85 per share, $82.9 million for the repurchase of 0.5 million shares, on a settlement date basis, of IAC common stock at an average price of $152.23 per share, and $10.3 million in principal payments on ANGI debt, partially offset by $38.9 million in proceeds from the exercise of IAC stock options.

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2017
Adjustments to earnings primarily consist of $344.1 million of deferred income taxes and $24.0 million of net gains from the sale of businesses and investments, partially offset by $207.4 million of stock-based compensation expense, $55.5 million of depreciation, $22.2 million of amortization of intangibles, $20.9 million of bad debt expense, and $35.7 million of other adjustments, which primarily consists of $16.0 million in net foreign currency exchange losses and $7.7 million in other-than-temporary impairment charges related to certain cost method investments. The deferred tax benefit primarily relates to the net operating loss created by the excess tax benefit of $314.3 million related to the settlement of stock-based awards and the deferred tax benefit on the modification charge for the conversion and acceleration of stock-based awards. The decrease from changes in working capital primarily consists of an increase in accounts receivable of $78.6 million and an increase in other assets of $17.3 million, partially offset by an increase in deferred revenue of $44.8 million and an increase in accounts payable and other liabilities of $36.4 million. The increase in accounts receivable is primarily due to (i) the timing of cash receipts and revenue increasingly sourced through mobile app stores at MTCH, and (ii) revenue growth at ANGI. The increase in other assets is primarily related to an increase in prepaid marketing at ANGI. The increase in deferred revenue is due primarily to growth in subscription sales at MTCH, ANGI and Vimeo, partially offset by decreases at Electus and Notional primarily due to the delivery of programming related to various production deals. The increase in accounts payable and other liabilities is due to: (i) an increase in accrued interest related to the MTCH Senior Notes and the Company's Senior Notes due to timing of interest payments, (ii) an increase in payables at MTCH due to timing of payments and at ANGI due to increased advertising expenses, and (iii) an increase in accrued severance and retention and accrued professional fees at ANGI related to the Combination.
Net cash provided by investing activities includes net proceeds from the sale of businesses and investments of $125.2 million, which is primarily related to the proceeds from the sale of The Princeton Review, and proceeds (net of purchases) of marketable debt securities of $89.4 million, partially offset by $69.1 million of cash used primarily for the MyBuilder, Angie's List, and HomeStars acquisitions, and capital expenditures of $56.5 million, primarily related to the Company's purchase of a 50% ownership interest in an aircraft and investments in the development of capitalized software at MTCH and ANGI to support their products and services, as well as computer hardware.
Net cash used in financing activities includes $272.5 million for the purchase of certain fully vested MTCH stock-based awards, $229.0 million for the payment of withholding taxes on behalf of MTCH employees for stock-based awards that were net settled, $57.2 million for the payment of withholding taxes on behalf of IAC employees for stock-based awards that were net settled, $56.4 million for the repurchase of 0.8 million shares, on a settlement date basis, of IAC common stock at an average price of $69.24 per share, $31.6 million for the repurchases of IAC debt, $27.3 million in acquisition-related contingent consideration payments, and $13.0 million for the purchase of noncontrolling interests, partially offset by $75.0 million in proceeds from additional borrowings under the MTCH Term Loan, $69.1 million in proceeds from the exercise of IAC stock options, and $57.7 million in proceeds from the exercise of MTCH stock options.
Liquidity and Capital Resources
The Company's principal sources of liquidity are its cash and cash equivalents and marketable securities, as well as cash flows generated from operations. IAC's consolidated cash and cash equivalents and marketable securities at September 30, 2018 were $1.9 billion, of which $402.6 million was held by MTCH and $314.4 million was held by ANGI. The Company generated $671.7 million of operating cash flows for the nine months ended September 30, 2018, of which $425.2 million was generated by MTCH and $153.7 million was generated by ANGI. Each of MTCH and 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 MTCH and ANGI and their respective subsidiaries. In addition, agreements governing MTCH and ANGI indebtedness limit the payment of dividends or distributions and loans or advances to stockholders, including the Company, in the event a default has occurred or in the case of MTCH, its net leverage ratio (as defined in the MTCH debt agreements) exceeds 5.0 to 1.0, and in the case of ANGI, its net leverage ratio (as defined in the ANGI Term Loan) exceeds 4.0 to 1.0. There were no such limitations at September 30, 2018.
On November 5, 2018, IAC's $300 million revolving credit facility was amended and restated, reducing the facility size from $300 million to $250 million, and now expires on November 5, 2023. MTCH has a $500 million revolving credit facility that expires on October 7, 2020. Both credit facilities were undrawn as of September 30, 2018 and currently remain undrawn. On November 5, 2018, ANGI entered into a five-year $250 million revolving credit facility (the "ANGI Credit Facility"). The annual commitment fee on undrawn funds is currently 25 basis points and is based on the net leverage ratio most recently reported. Borrowings under the ANGI Credit Facility bear interest, at ANGI's option, at either a base rate or LIBOR, in each case plus an applicable margin, which is determined by reference to a pricing grid based on ANGI's consolidated net leverage ratio. Additionally, on November 5, 2018, the ANGI Term Loan was amended and restated, and is now due on November 5,

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2023. From and after the amendment date, quarterly principal payments of 1.25% of the original principal amount in the first three years, 2.5% in the fourth year and 3.75% in the fifth year are required.
The terms of the ANGI Credit Facility and the ANGI Term Loan require ANGI to maintain a net leverage ratio of not more than 4.5 to 1.0 and a minimum interest coverage ratio of not less than 2.0 to 1.0. There are additional covenants under both the ANGI Term Loan and the ANGI Credit Facility that limit the ability of ANGI and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions.
The Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. The Company's 2018 capital expenditures are expected to be higher than 2017 by approximately 20%, driven, in part, by higher capital expenditures for ANGI related to the development of capitalized software to support its products and services, its new corporate headquarters in Denver and the expansion of office space in Indianapolis, partially offset by lower capital expenditures at Corporate.
During the nine months ended September 30, 2018, IAC repurchased 0.5 million shares, on a trade date basis, of its common stock at an average price of $152.23 per share, or $82.9 million in aggregate. IAC has 8.0 million shares remaining in its share repurchase authorization. IAC may purchase shares over an indefinite period of time on the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.
During the nine months ended September 30, 2018, MTCH repurchased 2.0 million shares, on a trade date basis, of its common stock at an average price of $42.85 per share, or $86.2 million in aggregate. From October 1, 2018 through November 2, 2018, MTCH repurchased an additional 0.4 million shares at an average price of $50.56 per share, or $20.4 million in aggregate. MTCH has 3.6 million shares remaining in its share repurchase authorization.
The Company has granted stock options and stock settled stock appreciation rights denominated in the equity of certain subsidiaries to employees and management of those subsidiaries. These equity awards are settled on a net basis, with the award holder entitled to receive a payment in IAC shares equal to the intrinsic value of the award at exercise less an amount equal to the required cash tax withholding payment. The number of IAC common shares that would be required to settle these vested and unvested interests, other than for MTCH, ANGI and their subsidiaries, at current estimated fair values, at November 2, 2018, is 0.1 million shares. Withholding taxes, which will be paid by the Company on behalf of the employees upon exercise, would have been $17.5 million at November 2, 2018, assuming a 50% withholding rate. The number of shares ultimately needed to settle these awards may vary significantly as a result of both movements in the Company's stock price and the determination of fair value of the relevant subsidiary that is different than the Company's estimate. The Company's RSUs and PSUs are awards in the form of phantom shares or units denominated in a hypothetical equivalent number of shares of IAC common stock. These equity awards are settled on a net basis. The number of IAC common shares that would be required to settle these awards at November 2, 2018, is 0.2 million shares. Withholding taxes, which will be paid by the Company on behalf of the employees upon vest, would have been $41.2 million at November 2, 2018, assuming a 50% withholding rate.
The Company's publicly traded subsidiaries have also granted equity awards denominated in the shares of those subsidiaries, all of which are currently being net settled and some of which may be settled using IAC shares.
MTCH currently settles all equity awards on a net basis. Assuming all MTCH equity awards outstanding on November 2, 2018 were net settled, MTCH would have issued 10.4 million common shares (of which 1.5 million is related to vested shares and 8.9 million is related to unvested shares) and would have remitted $544.2 million (of which $77.3 million is related to vested shares and $466.9 million is related to unvested shares) in cash for withholding taxes (assuming a 50% withholding rate). Certain MTCH stock options ("Tandem Awards") can be settled in MTCH or IAC common stock at the Company's election. Assuming all vested and unvested Tandem Awards outstanding on November 2, 2018 were exercised on that date and settled using IAC stock, 0.4 million IAC common shares would have been issued in settlement and MTCH would have issued 1.7 million shares, which is included in the amount above, to IAC as reimbursement.
In connection with the Combination, previously issued stock appreciation rights related to the common stock of HomeAdvisor (US) were converted into ANGI stock appreciation rights that are settleable, at ANGI's option, on a net basis with ANGI remitting withholding taxes on behalf of the employee or on a gross basis with ANGI issuing a sufficient number of Class A shares to cover the withholding taxes. In addition, at IAC's option, these awards can be settled in either Class A shares of ANGI or shares of IAC common stock. If settled in IAC common stock, ANGI reimburses IAC in either cash or through the issuance of Class A shares to IAC. Assuming all of the stock appreciation rights outstanding on November 2, 2018 were net settled using IAC stock, 1.6 million IAC common shares would have been issued in settlement and IAC would have been issued 16.8 million shares of ANGI Class A stock and ANGI would have remitted $320.0 million in cash for withholding taxes

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(assuming a 50% withholding rate). If ANGI decided to issue a sufficient number of shares to cover the $320.0 million employee withholding tax obligation, 16.8 million additional Class A shares would be issued by ANGI. ANGI's cash withholding obligation on all other ANGI net settled awards outstanding on November 2, 2018 is $20.3 million (assuming a 50% withholding rate), which is the equivalent of 1.1 million shares.
As of September 30, 2018, IAC's economic and voting interest in MTCH is 80.9% and 97.5%, respectively, and in ANGI is 86.3% and 98.4%, respectively. As described above, certain MTCH and ANGI equity awards can be settled either in IAC common shares or the common shares of these subsidiaries at IAC's election. The Company currently expects to settle a sufficient number of awards in IAC shares to maintain an economic interest in both MTCH and ANGI of at least 80% and to otherwise take such other steps as necessary to maintain an economic interest in each of MTCH and ANGI of at least 80%. Subsequent to September 30, 2018, IAC was issued approximately 5.1 million shares of Class B common stock of ANGI pursuant to the post-closing adjustment provision of the Angie's List merger agreement and ANGI issued approximately 8.6 million shares of its Class A common stock in connection with the Handy transaction. After giving effect to these two transactions, IAC's economic and voting interest in ANGI would be approximately 84.9% and 98.3%, respectively.
The Company does not expect to be a full U.S. federal cash income tax payer until 2022. The ultimate timing is dependent primarily on the performance of the Company and the amount and timing of tax deductions related to stock-based awards.
All of the Company’s international cash can be repatriated without significant tax consequences as it has been subjected to U.S. income taxes due to either the Transition Tax or tax on GILTI imposed by the Tax Act.  During the nine months ended September 30, 2018, foreign cash of $346 million was repatriated to the U.S.
The Company believes its existing cash, cash equivalents, marketable securities and expected positive cash flows generated from operations will be sufficient to fund its normal operating requirements, including capital expenditures, debt service, the payment of withholding taxes paid on behalf of employees for net-settled stock-based awards, and investing and other commitments for the foreseeable future. The Company's liquidity could be negatively affected by a decrease in demand for its products and services. The Company’s indebtedness could limit its ability to: (i) obtain additional financing to fund working capital needs, acquisitions, capital expenditures or debt service or other requirements; and (ii) use operating cash flow to make acquisitions, capital expenditures, invest in other areas, such as developing business opportunities. The Company may make additional acquisitions and investments and, as a result, the Company may need to raise additional capital through future debt or equity financing to provide for greater financial flexibility. Additional financing may not be available on terms favorable to the Company or at all.


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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
At September 30, 2018, there have been no material changes to the Company's contractual obligations, commercial commitments and off-balance sheet arrangements since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2017.


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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its consolidated financial statements in accordance with U.S. generally accepted accounting principles. These estimates, judgments and assumptions impact the reported amount of assets, liabilities, revenue and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our consolidated financial statements than others. Presented below is an update to Part II, Item 7, the “Critical Accounting Policies and Estimates" following the adoption of ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, on January 1, 2018. There have been no other changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, 2017. See "Note 1—The Company and Summary of Significant Accounting Policies" to the consolidated financial statements included in "Item 1. Consolidated Financial Statements" for the summary of significant accounting policies.

Investments in Debt and Equity Securities

Debt Securities

The Company invests in marketable debt securities with active secondary or resale markets to ensure portfolio liquidity to fund current operations or satisfy other cash requirements as needed. Marketable debt securities are adjusted to fair value each quarter, and the unrealized gains and losses, net of tax, are included in accumulated other comprehensive income (loss) as a separate component of shareholders' equity. The specific-identification method is used to determine the cost of debt securities sold and the amount of unrealized gains and losses reclassified out of accumulated other comprehensive income (loss) into earnings. The Company also invests in non-marketable debt securities as part of its investment strategy. We review our debt securities for impairment each reporting period. The Company recognizes an unrealized loss on debt securities in net earnings when the impairment is determined to be other-than-temporary. Factors we consider in making such determination include the duration, severity and reason for the decline in value and the potential recovery and our intent to sell the debt security. We also consider whether we will be required to sell the security before recovery of its amortized cost basis and whether the amortized cost basis cannot be recovered because of credit losses. If an impairment is considered to be other-than-temporary, the debt security will be written down to its fair value and the loss will be recognized within other income (expense), net.

Equity Securities

The Company invests in equity securities as part of its investment strategy. Our equity securities, other than those of our consolidated subsidiaries and those accounted for under the equity method, are accounted for at fair value or under the measurement alternative of ASU No. 2016-01, upon its adoption on January 1, 2018, with changes recognized within other income (expense), net each reporting period. Under the measurement alternative, equity investments without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer and value is generally determined based on a market approach as of the transaction date. An investment will be considered identical or similar if it has identical or similar rights to the equity investments held by the Company. We review impairment of our equity securities each reporting period when there are qualitative indicators that may indicate impairment. Once the qualitative indicators are identified and the fair value of the security is less than its carrying value, we will write down the security to its fair value and record the corresponding charge within other income (expense), net.


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Table of Contents

Item 3.    Quantitative and Qualitative Disclosures about Market Risk
At September 30, 2018, there have been no material changes to the Company's instruments or positions that are sensitive to market risk since the disclosure in our Annual Report on Form 10-K for the year ended December 31, 2017.



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Table of Contents

Item 4.    Controls and Procedures
The Company monitors and evaluates on an ongoing basis its disclosure controls and procedures and internal control over financial reporting in order to improve their overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), IAC management, including our principal executive and principal financial officers, or persons performing similar functions, evaluated the effectiveness of the Company's disclosure controls and procedures as defined by Rule 13a-15(e) under the Exchange Act. Based on this evaluation, management has concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report in providing reasonable assurance that information we are required to disclose in our filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
There were no changes to the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents

PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Overview
In the ordinary course of business, the Company and its subsidiaries are (or may become) parties to litigation involving property, personal injury, contract, intellectual property and other claims, as well as stockholder derivative actions, class action lawsuits and other matters. The amounts that may be recovered in such matters may be subject to insurance coverage. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters may be material to our financial position or operations based upon the standard set forth in the rules of the Securities and Exchange Commission.
Securities Class Action Litigation against Match Group

As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, on February 26, 2016, a putative nationwide class action was filed in federal court in Texas against Match Group, five of its officers and directors, and twelve underwriters of Match Group's initial public offering in November 2015.  See David M. Stein v. Match Group, Inc. et al., No. 3:16-cv-549 (U.S. District Court, Northern District of Texas). The complaint alleged that Match Group's registration statement and prospectus issued in connection with its initial public offering were materially false and misleading given their failure to state that: (i) Match Group's Non-dating business would miss its revenue projection for the quarter ended December 31, 2015, and (ii) ARPU (as defined in "Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations-General-Key Terms" and which was referred to as ARPPU at the time the class action was filed) would decline substantially in the quarter ended December 31, 2015. The complaint asserted that these alleged failures to timely disclose material information caused Match Group's stock price to drop after the announcement of its earnings for the quarter ended December 31, 2015. The complaint pleaded claims under the Securities Act of 1933 for untrue statements of material fact in, or omissions of material facts from, the registration statement, the prospectus, and related communications in violation of Sections 11 and 12 and, as to the officer/director defendants only, control-person liability under Section 15 for Match Group’s alleged violations. The complaint sought among other relief class certification and damages in an unspecified amount.

On March 9, 2016, a virtually identical class action complaint was filed in the same court against the same defendants by a different named plaintiff. See Stephany Kam-Wan Chan v. Match Group, Inc. et al., No. 3:16-cv-668 (U.S. District Court, Northern District of Texas). On April 25, 2016, Judge Boyle in the Chan case issued an order granting the parties’ joint motion to transfer that case to Judge Lindsay, who was presiding over the earlier-filed Stein case. On April 27, 2016, various current or former Match Group shareholders and their respective law firms filed motions seeking appointment as lead plaintiff(s) and lead or liaison counsel for the putative class. On April 28, 2016, the Court issued orders: (i) consolidating the Chan case into the Stein case, (ii) approving the parties’ stipulation to extend the defendants’ time to respond to the complaint until after the Court has appointed a lead plaintiff and lead counsel for the putative class and has set a schedule for the plaintiff’s filing of a consolidated complaint and the defendants’ response to that pleading, and (iii) referring the various motions for appointment of lead plaintiff(s) and lead or liaison counsel for the putative class to a United States Magistrate Judge for determination. On June 9, 2016, the Magistrate Judge issued an order appointing two lead plaintiffs, two law firms as co-lead plaintiffs’ counsel, and a third law firm as plaintiffs’ liaison counsel. In accordance with this order, the consolidated case is now captioned Mary McCloskey et ano. v. Match Group, Inc. et al., No. 3:16-CV-549-L.

On July 27, 2016, the parties submitted to the Court a joint status report proposing a schedule for the plaintiffs’ filing of a consolidated amended complaint and the parties’ briefing of the defendants’ contemplated motion to dismiss the consolidated complaint. On August 17, 2016, the Court issued an order approving the parties’ proposed schedule. On September 9, 2016, in accordance with the schedule, the plaintiffs filed an amended consolidated complaint. The amended pleading focused solely on allegedly misleading statements or omissions concerning the Match Group’s Non-dating business. The defendants filed motions to dismiss the amended consolidated complaint on November 8, 2016. The plaintiffs filed oppositions to the motions on December 23, 2016, and the defendants filed replies to the oppositions on February 6, 2017. On September 27, 2017, the court issued an opinion and order: (i) denying, without prejudice to renewal, the defendants’ motions and (ii) directing the plaintiffs to file a further amended pleading addressing the deficiencies in the amended consolidated complaint that were identified in the defendants’ motions.


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On October 30, 2017, the plaintiffs filed a second amended consolidated complaint, which among other things, dropped their claim under Section 12 of the Securities Act of 1933. Pursuant to an agreed-upon briefing schedule approved by the court, the defendants filed motions to dismiss the second amended consolidated complaint on December 15, 2017, the plaintiffs filed an opposition to the motions on January 29, 2018, and the defendants filed replies to the opposition on February 20, 2018. On March 8, 2018, the court issued an order transferring the case from Judge Lindsay to newly appointed Judge Scholer. On June 19, 2018, the court heard oral arguments on the motions, issued an oral ruling from the bench dismissing the second amended consolidated complaint without leave to amend, and indicated that a written opinion and order would be forthcoming. On July 10, 2018, pursuant to the court’s suggestion at oral argument, the defendants submitted a proposed order formalizing the court’s dismissal ruling. On August 24, 2018, the court issued an opinion and order dismissing the second amended consolidated complaint without leave to amend. The plaintiffs have not filed a notice of appeal from the dismissal, and their time to do so has expired.

Consumer Class Action Challenging Tinder’s Age-Tiered Pricing

On May 28, 2015, a putative state-wide class action was filed against Tinder in state court in California. See Allan Candelore v. Tinder, Inc., No. BC583162 (Superior Court of California, County of Los Angeles). The complaint principally alleged that Tinder violated California’s Unruh Civil Rights Act by offering and charging users age 30 and over a higher price than younger users for subscriptions to its premium Tinder Plus service. The complaint sought certification of a class of California Tinder Plus subscribers age 30 and over and damages in an unspecified amount. On September 21, 2015, Tinder filed a demurrer seeking dismissal of the complaint. On October 26, 2015, the court issued an opinion sustaining Tinder’s demurrer to the complaint without leave to amend, ruling that the age-based pricing differential for Tinder Plus subscriptions did not violate California law in essence because offering a discount to users under age 30 was neither invidious nor unreasonable in light of that age group’s generally more limited financial means. On December 29, 2015, in accordance with its ruling, the court entered judgment dismissing the action. On February 1, 2016, the plaintiff filed a notice of appeal from the judgment, and the parties thereafter briefed the appeal. On January 29, 2018, the California Court of Appeal (Second Appellate District, Division Three) issued an opinion reversing the judgment of dismissal, ruling that the lower court had erred in sustaining Tinder’s demurrer because the complaint, as pleaded, stated a cognizable claim for violation of the Unruh Act. Because we believe that the appellate court’s reasoning was flawed as a matter of law and runs afoul of binding California precedent, on March 12, 2018, Tinder filed a petition with the California Supreme Court seeking interlocutory review of the Court of Appeal’s decision.  On May 9, 2018, the California Supreme Court denied the petition. The case has been returned to the trial court for further proceedings and is currently in discovery. We and Match Group believe that the allegations in this lawsuit are without merit and will continue to defend vigorously against it.

Tinder Optionholder Litigation against IAC and Match Group

On August 14, 2018, ten current and former employees of Match Group, LLC or Tinder, Inc. (“Tinder”), an operating business of Match Group, filed a lawsuit in New York state court against IAC and Match Group. See Sean Rad et al. v. IAC/InterActiveCorp and Match Group, Inc., No. 654038/2018 (Supreme Court, New York County). The complaint alleges that in 2017, the defendants: (i) wrongfully interfered with a contractually established process for the independent valuation of Tinder by certain investment banks, resulting in a substantial undervaluation of Tinder and a consequent underpayment to the plaintiffs upon exercise of their Tinder stock options, and (ii) then wrongfully merged Tinder into Match Group, thereby depriving one of the plaintiffs (Mr. Rad) of his contractual right to later valuations of Tinder on a stand-alone basis. The complaint asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, interference with contractual relations (as against Match Group only), and interference with prospective economic advantage, and seeks compensatory damages in the amount of at least $2 billion, as well as punitive damages. On August 31, 2018, four plaintiffs who are still employed by Match Group filed a notice of discontinuance of their claims without prejudice, leaving the six former employees as the remaining plaintiffs. On October 9, 2018, the defendants filed a motion to dismiss the complaint on various grounds, including that the 2017 valuation of Tinder by the investment banks was an expert determination any challenge to which is both time-barred under applicable law and available only on narrow substantive grounds that the plaintiffs have not pleaded in their complaint. IAC and Match Group believe that the allegations in this lawsuit are without merit and will continue to defend vigorously against it.
Item 1A.    Risk Factors
Cautionary Statement Regarding Forward-Looking Information

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This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC's future financial performance, IAC's business prospects and strategy, anticipated trends and prospects in the industries in which IAC's businesses operate and other similar matters. These forward-looking statements are based on IAC management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.
Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) our continued ability to market, distribute and monetize our products and services through search engines, social media platforms and digital app stores, (ii) the failure or delay of the markets and industries in which our businesses operate to migrate online, (iii) our continued ability to introduce new and enhanced products and services that resonate with consumers, (iv) our ability to market our various products and services in a successful and cost-effective manner, (v) our ability to compete effectively against current and future competitors, (vi) our ability to build, maintain and/or enhance our various brands, (vii) our ability to develop and monetize versions of our products and services for mobile and other digital devices, (viii) our continued ability to rely on third parties in connection with the distribution and use of our products and services, (ix) adverse economic events or trends, either generally and/or in any of the markets in which our businesses operate, (x) our continued ability to communicate with users and consumers via e-mail or an effective alternative means of communication, (xi) the migration of users from our higher monetizing dating products to our lower monetizing dating products, (xii) our ability to successfully offset increasing digital app store fees, (xiii) our ability to establish and maintain relationships with quality service professionals, (xiv) changes in our relationship with, or policies implemented by, Google, (xv) foreign exchange currency rate fluctuations, (xvi) our ability to protect our systems from cyberattacks and to protect personal and confidential user information, (xvii) the occurrence of data security breaches, fraud and/or additional regulation involving or impacting credit card payments, (xviii) the integrity, quality, scalability and redundancy of our systems, technology and infrastructure (and those of third parties with whom we do business), (xix) changes in key personnel, (xx) our ability to service our outstanding indebtedness, (xxi) dilution with respect to our investments in Match Group and ANGI Homeservices, (xxii) operational and financial risks relating to acquisitions and our continued ability to identify suitable acquisition candidates, (xxiii) our ability to successfully integrate Angie's List, (xxiv) our ability to expand successfully into international markets, (xxv) regulatory changes and (xxvi) our ability to adequately protect our intellectual property rights and not infringe the intellectual property rights of third parties. Certain of these and other risks and uncertainties are discussed in IAC's filings with the SEC, including in Part I-Item 1A-Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Other unknown or unpredictable factors that could also adversely affect IAC's business, financial condition and operating results may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of IAC management as of the date of this quarterly report. IAC does not undertake to update these forward-looking statements.









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

Unregistered Sales of Equity Securities

The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the quarter ended September 30, 2018.

Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company of its common stock during the quarter ended September 30, 2018:

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Period
(a)
Total
Number of Shares
Purchased
 
(b)
Average
Price Paid
Per Share
 
(c)
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs(1)
 
(d)
Maximum
Number of
Shares that
May Yet Be
Purchased
Under Publicly
Announced
Plans or
Programs(2)
July 2018

 
 
$

 
 

 
 
8,483,564

August 2018
447,338

 
 
$
152.41

 
 
447,338

 
 
8,036,226

September 2018

 
 
$

 
 

 
 
8,036,226

  Total
447,338

 
 
$

 
 
447,338

 
 
8,036,226

_____________________________________________________________________________
(1)
Reflects repurchases made pursuant to the repurchase authorization previously announced in May 2016.

(2)
Represents the total number of shares of common stock that remained available for repurchase as of September 30, 2018 pursuant to the May 2016 repurchase authorization. IAC may purchase shares pursuant to this repurchase authorization over an indefinite period of time in the open market and in privately negotiated transactions, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.

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Item 5. Other Information
On November 7, 2018, IAC filed with the Secretary of State of Delaware a Certificate of Designations (the “Certificate of Designations”) for the purpose of establishing the preferences, limitations and relative rights of the Series D Cumulative Preferred Stock, par value $0.01 per share, of IAC (the “Series D Preferred Stock”). Pursuant to the Certificate of Designations, each share of Series D Preferred Stock is entitled to receive cash dividends at a rate of 7.50% per annum, or $75.00 per year, payable quarterly in arrears. The foregoing description of the terms of the Series D Preferred Stock is qualified in its entirety by reference to the copy of the Certificate of Designations, which is attached hereto as Exhibit 3.5 and incorporated by reference herein.
On November 7, 2018, IAC issued a total of 557,603 shares of Series D Preferred Stock to USANi LLC (“USANi”), a Delaware limited liability company and a wholly owned subsidiary of IAC, in exchange for a number of shares of the Company’s common stock held by USANi, which shares of common stock had a fair market value at the time of exchange equal to the aggregate liquidation preference of the shares of Preferred Stock issued, plus cash in lieu of a fractional share. The Series D Preferred Stock was issued in connection with an internal restructuring and is eliminated in the Company’s consolidated financial statements. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.


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Item 6.    Exhibits
The documents set forth below, numbered in accordance with Item 601 of Regulation S-K, are filed herewith, incorporated by reference to the location indicated or furnished herewith.
Exhibit
Number
Description
Location
3.1
Restated Certificate of Incorporation of IAC/InterActiveCorp.
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.
Certificate of Designations of Series D Cumulative Preferred Stock. (1)

 
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. (1)
 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. (1)
 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act. (1)
 
Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. (2)
 
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. (2)
 
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. (2)
 
101.INS
XBRL Instance (1)
 
101.SCH
XBRL Taxonomy Extension Schema (1)
 
101.CAL
XBRL Taxonomy Extension Calculation (1)
 
101.DEF
XBRL Taxonomy Extension Definition (1)
 
101.LAB
XBRL Taxonomy Extension Labels (1)
 
101.PRE
XBRL Taxonomy Extension Presentation (1)
 
_______________________________________________________________________________
(1)
Filed herewith.
(2)
Furnished herewith.

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SIGNATURES

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

Dated:
November 9, 2018
 
 
 
 
 
IAC/INTERACTIVECORP
 
 
 
 
 
 
 
By:
 
/s/ GLENN H. SCHIFFMAN
 
 
 
 
Glenn H. Schiffman
 
 
 
 
Executive Vice President and Chief Financial Officer




 
 
 
 
Signature
Title
 
Date
 
 
 
 
/s/ GLENN H. SCHIFFMAN
Executive Vice President and
 Chief Financial Officer
 
November 9, 2018
Glenn H. Schiffman
 
 
 

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Quicklinks

















80
Exhibit
Exhibit 3.5

CERTIFICATE OF DESIGNATIONS
of
SERIES D CUMULATIVE PREFERRED STOCK
of
IAC/INTERACTIVECORP
(Pursuant to Section 151 of the
Delaware General Corporation Law)
IAC/InterActiveCorp, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Executive Committee of the Board of Directors of the Corporation (the “Committee”) as required by Section 151 of the General Corporation Law on November 5, 2018.
RESOLVED, that pursuant to the authority granted to and vested in the Committee in accordance with the provisions of the Amended Certificate of Incorporation of the Corporation, a series of Preferred Stock, par value $0.01 per share, of the Corporation, be and hereby is created, and that the number of shares thereof and the voting powers, designations, preferences, limitations, restrictions, relative rights and distinguishing designation of the shares of such series are as follows:
Section 1.   Designation and Amount. The designation of such series of Preferred Stock authorized by this resolution shall be the Series D Cumulative Preferred Stock (the “Preferred Stock”). The number of shares of Preferred Stock shall be 750,000. The face value of the Preferred Stock shall be $1,000.00 (the “Face Value”).
Section 2.   Rank. All shares of Preferred Stock shall rank prior, both as to payment of dividends and as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, to all of the now or hereafter issued classes or series of common stock, $0.001 par value per share, of the Corporation (the “Common Stock”). No other preferred stock of the Corporation shall rank senior to the Preferred Stock with respect to payment upon liquidation or payment of dividends without the consent of the holders of record of the Preferred Stock (the “Holders”) representing a majority of the shares of Preferred Stock then outstanding.
Section 3.   Dividends and Distributions. The Holders shall be entitled to receive, if, as and when declared by the Board out of funds at the time legally available therefor, dividends in the amount of 7.50% of the Face Value per annum per share of Preferred Stock, and no more. Dividends on the Preferred Stock shall be fully cumulative, shall accrue without interest and without compounding from the date of first issuance, and shall be payable quarterly in arrears on March 1, June 1, September 1 and December 1 (each, a “Dividend Date”) of each year (except that if any such date is a Saturday, Sunday or a Legal Holiday, then such dividend shall be payable on the next succeeding day that is not a Saturday, Sunday or a Legal Holiday) to Holders as they appear on the stock transfer books of the Corporation on the close of business on the fifth Business Day prior to such Dividend Date. All dividends on the Preferred Stock shall be





payable in cash. For purposes hereof, the term “Legal Holiday” shall mean any day on which banking institutions are authorized to close in New York, New York and the term “Business Day” shall mean any day except Saturday, Sunday or a Legal Holiday. Dividends on account of arrears for any past dividend period may be declared and paid at any time, without reference to any regular dividend payment date. The amount of dividends payable per share of Preferred Stock with respect to the amounts determined pursuant to this paragraph for each quarterly dividend period shall be computed by dividing the annual dividend amount by four. The amount of dividends payable for the initial dividend period and any period shorter than a full quarterly dividend period shall be computed on the basis of the number of days actually elapsed during such period based on a 360-day year, provided that in no event shall the dividend amount for any period shorter than a full quarterly dividend period be greater than the full quarterly dividend amount.
On each Dividend Date, all dividends which shall have accrued on each share of Preferred Stock outstanding on such Dividend Date shall accumulate and be deemed to become “due” whether or not there shall be funds legally available for the payment thereof. Any dividend which shall not be paid on the Dividend Date on which it shall become due shall be deemed to be “past due” until such dividend shall be paid or until the share of Preferred Stock with respect to which such dividend became due shall no longer be outstanding, whichever is the earlier to occur. No interest, sum of money in lieu of interest, or other property or securities shall be payable in respect of any dividend payment or payments which are past due. Dividends paid on shares of Preferred Stock in an amount less than the total amount of such dividends at the time accumulated and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.
No dividends shall be paid or declared and set apart for payment on the Corporation’s Common Stock or on any other class or series of the Corporation’s capital stock ranking, as to dividends, junior to the Preferred Stock or on any class or series of the Corporation’s capital stock ranking, as to dividends, on a parity with the Preferred Stock (the “Parity Dividend Stock”) for any period unless full cumulative dividends have been, or contemporaneously are, paid or declared and set apart for such payment on the Preferred Stock for all dividend payment periods terminating on or prior to the date of payment of such full cumulative dividends. No dividends shall be paid or declared and set apart for payment on the Preferred Stock for any period unless cumulative dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Parity Dividend Stock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends. When dividends are not paid in full upon the Preferred Stock and the Parity Dividend Stock, all dividends paid or declared and set aside for payment upon shares of Preferred Stock and the Parity Dividend Stock shall be paid or declared and set aside for payment pro rata so that the amount of dividends paid or declared and set aside for payment per share on the Preferred Stock and the Parity Dividend Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Preferred Stock and the Parity Dividend Stock bear to each other.
Section 4.   Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to

2




receive out of the assets of the Corporation, whether such assets are stated capital or surplus of any nature, an amount equal to the dividends accrued and unpaid on the outstanding shares of Preferred Stock to the date of final distribution to such Holders, whether or not declared, without interest, plus $1,000.00 per share of Preferred Stock. Such final distribution on the shares of the Preferred Stock shall be made before any payment is made or assets are distributed to the holders of Common Stock or any other class or series of the Corporation’s capital stock ranking junior as to liquidation rights to the Preferred Stock (the “Junior Liquidation Stock”). In the event the assets of the Corporation available for distribution to stockholders upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to the Preferred Stock and any other class or series of the Corporation’s capital stock which may hereafter be created having parity as to liquidation rights with the Preferred Stock (the “Parity Liquidation Stock”), the Holders and the holders of the Parity Liquidation Stock shall share ratably in any distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled (but only to the extent of such preferential amounts). After payment in full of the liquidation preferences of the shares of Preferred Stock, the Holders shall not be entitled to any further participation in any distribution of assets by the Corporation by virtue of their ownership of the Preferred Stock. Neither a consolidation, merger or other business combination of the Corporation with or into another corporation or other entity nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property or any combination thereof shall be considered a liquidation, dissolution or winding up of the Corporation for purposes of this Section 4 (unless in connection therewith the liquidation of the Corporation is specifically approved).
A Holder shall not be entitled to receive any payment owed for such shares of Preferred Stock under this Section 4 until such Holder shall cause to be delivered to the Corporation (i) the certificate(s) representing such shares of Preferred Stock (or, in the event such certificate(s) have been lost or destroyed, an affidavit of the Holder of loss or destruction reasonably satisfactory to the Corporation as well as other support as reasonably requested by the Corporation) and (ii) transfer instrument(s) reasonably satisfactory to the Corporation and sufficient to transfer such shares of Preferred Stock to the Corporation free of any adverse interest. No interest shall accrue on any payment due upon liquidation after the due date thereof.
Section 5.   Redemption. At any time, or from time to time, after the twenty year anniversary of the date shares of Preferred Stock are first issued, the Corporation, at its option, may redeem all or a portion of the outstanding Preferred Stock at a redemption price equal to the Face Value plus all dividends on the Preferred Stock being redeemed that are accrued and unpaid thereon, whether or not declared or due, to the date fixed for redemption (the “Redemption Date”), such sum being hereinafter referred to as the “Redemption Price”. The Redemption Price shall be paid in cash.
In case of the redemption pursuant to this Section 5 of less than all of the then outstanding shares of Preferred Stock, the shares of Preferred Stock to be redeemed shall be redeemed pro rata or by lot or in such other manner as the Board may determine.
Not more than 60 nor less than 20 days prior to the Redemption Date, notice by first class mail, postage prepaid, shall be given to each Holder of any shares of Preferred Stock to

3




be redeemed, at such Holder’s address as it shall appear upon the stock transfer books of the Corporation. Each such notice of redemption shall specify the Redemption Date, the Redemption Price, the number of shares of Preferred Stock to be redeemed, the place or places of payment, that payment will be made upon presentation and surrender of the certificate(s) evidencing the shares of Preferred Stock to be redeemed, and that on and after the Redemption Date, dividends will cease to accrue on such shares of Preferred Stock to be redeemed (unless the Corporation defaults in the payment of the Redemption Price).
Any notice that is mailed as provided in Section 11 shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice; and failure to give such notice by mail, or any defect in such notice, to the Holders of any shares of Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Preferred Stock. On or after the Redemption Date as stated in such notice, each Holder of the shares of Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the Redemption Price as herein provided. If less than all the shares of Preferred Stock represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If, on the Redemption Date, funds necessary for the redemption shall be available therefor and shall have been irrecoverably deposited or set aside, then, notwithstanding that the certificates evidencing any shares of Preferred Stock so called for redemption shall not have been surrendered the dividends with respect to the shares so called for redemption shall cease to accrue after the Redemption Date, such shares shall no longer be deemed outstanding, the Holders thereof shall cease to be Holders, and all rights whatsoever with respect to the shares so called for redemption (except the right of the Holders to receive payment of the Redemption Price as herein provided without interest upon surrender of their certificates therefor and delivery of any required transfer instruments) shall terminate. At the close of business on the Redemption Date, each Holder of Preferred Stock so redeemed (unless the Corporation defaults on its obligations to deliver cash) shall be, without any further action, entitled to receive payment of the Redemption Price in cash, without interest.
The shares of Preferred Stock shall not be subject to the operation of any purchase, retirement, mandatory redemption (except as specified in this Section 5) or sinking fund.
The Holder of any shares of Preferred Stock redeemed upon any exercise of the Corporation’s redemption right shall not be entitled to receive payment of the Redemption Price for such shares until such Holder shall cause to be delivered to the place specified in the notice given with respect to such redemption (i) the certificate(s) representing such shares of Preferred Stock redeemed (or, in the event such certificate(s) have been lost or destroyed, an affidavit of the Holder of loss or destruction reasonably satisfactory to the Corporation as well as other support as reasonably requested by the Corporation) and (ii) transfer instrument(s) reasonably satisfactory to the Corporation and sufficient to transfer such shares of Preferred Stock to the Corporation free of any adverse interest. No interest shall accrue on the Redemption Price of any share of Preferred Stock after its Redemption Date provided that funds sufficient for the redemption shall have been made available therefor and shall have been irrecoverably deposited or set aside.

4




Section 6.   Conversion Rights. The Preferred Stock will not be convertible into shares of any other class or series of capital stock of the Corporation.
Section 7.   Voting Rights. The Holders shall not have any voting rights by virtue of their ownership of the Preferred Stock except as from time to time may be required by law. Any shares of Preferred Stock held by the Corporation or any entity controlled by the Corporation shall not have voting rights hereunder and shall not be counted in determining the presence of a quorum.
Section 8.   Outstanding Shares. For purposes of this Certificate of Designations, all shares of Preferred Stock shall be deemed outstanding except (i) from the date fixed for redemption pursuant to Section 5, all shares of Preferred Stock that have been so called for redemption under Section 5 if funds necessary for payment of the Redemption Price have been irrevocably set apart; and (ii) from the date of registration of transfer, all shares of Preferred Stock held of record by the Corporation.
Section 9.   Preemptive Rights. The Preferred Stock shall not be entitled to any preemptive or subscription rights in respect of any securities of the Corporation.
Section 10.   Severability of Provisions. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.
Section 11.   Notices. Any notice to Holders or the Corporation required pursuant to this Certificate of Designations shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt, and (iv) five (5) Business Days after having been sent by first class mail, postage prepaid. All notices to Holders shall be addressed to each Holder of record at the address of such Holder appearing on the books of the Corporation.
IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by Glenn Schiffman, its Executive Vice President, and its corporate seal to be hereunto affixed and attested by Gregg Winiarski, its Secretary, this 5th day of November, 2018.
IAC/InterActiveCorp

By:
/s/ Glenn H. Schiffman     
Name: Glenn Schiffman
Title: Executive Vice President

5




[SEAL]
Attest:    

/s/ Gregg Winiarski     
Gregg Winiarski
Secretary

6

Exhibit




Exhibit 31.1
Certification
I, Barry Diller, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 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:
November 9, 2018
 
/s/ BARRY DILLER
 
 
 
Barry Diller
Chairman and Senior Executive



Exhibit




Exhibit 31.2
Certification
I, Joseph Levin, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 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:
November 9, 2018
 
/s/ JOSEPH LEVIN
 
 
 
Joseph Levin
Chief Executive Officer



Exhibit



Exhibit 31.3
Certification
I, Glenn H. Schiffman, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 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:
November 9, 2018
 
/s/ GLENN H. SCHIFFMAN
 
 
 
Glenn H. Schiffman
Executive Vice President & Chief Financial Officer



Exhibit




Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Barry Diller, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1)
the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 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:
November 9, 2018
 
/s/ BARRY DILLER
 
 
 
Barry Diller
Chairman and Senior Executive



Exhibit




Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph Levin, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1)
the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 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:
November 9, 2018
 
/s/ JOSEPH LEVIN
 
 
 
Joseph Levin
Chief Executive Officer



Exhibit




Exhibit 32.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, Glenn H. Schiffman, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:
(1)
the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 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:
November 9, 2018
 
/s/ GLENN H. SCHIFFMAN
 
 
 
Glenn H. Schiffman
Executive Vice President & Chief Financial Officer