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Risks

• Marketing efforts designed to drive visitors to our various brands and businesses may not be successful or cost-effective.
• We rely on search engines to drive traffic to our various properties. Certain search engine operators offer products and services that compete directly with our products and services. If links to websites offering our products and services are not displayed prominently in search results, traffic to our properties could decline and our business could be adversely affected.
• Certain of our businesses depend upon arrangements with Google.
• Our success depends, in substantial part, on our continued ability to market, distribute and monetize our products and services through search engines, digital app stores and social media platforms.
• Our success depends, in part, upon the continued migration of certain markets and industries online and the continued growth and acceptance of online products and services as effective alternatives to traditional offline products and services.
• Our success depends, in part, on our continued ability to develop and monetize versions of our products and services for mobile and other digital devices.
• Our success depends, in part, on the ability of ANGI Homeservices and Care.com to establish and maintain relationships with quality and trustworthy service professionals and caregivers.
• Our success depends, in part, on the ability of ANGI Homeservices to expand pre-priced booking services.
• Our ability to engage directly with our users, subscribers, consumers, service professionals and caregivers directly on a timely basis is critical to our success.
• Our success depends, in part, on our ability to access, collect and use personal data about our users and subscribers.
• Mr. Diller, certain members of his family and Mr. Levin are able to exercise significant influence over the composition of IAC’s Board of Directors, matters subject to stockholder approval and/or IAC’s operations.
• We may not freely access the cash of ANGI Homeservices and its subsidiaries.
• You may experience dilution with respect to your investment in IAC, and we may experience dilution with respect to our investment in ANGI Homeservices, as a result of compensatory equity awards.
• Our Vimeo business may not be able to scale its business effectively.
• Our Vimeo business may experience service interruptions.
• The hosting and delivery costs borne by our Vimeo business may increase unexpectedly.
• Our businesses operate in especially competitive and evolving industries.
• Our businesses are sensitive to general economic events or trends, particularly those that adversely impact advertising spending levels and consumer confidence and spending behavior.
• Our success depends, in part, on our ability to build, maintain and/or enhance our various brands.
• The global outbreak of COVID-19 and other similar outbreaks could adversely affect our business, financial condition and results of operations.
• We may not be able to protect our systems, technology and infrastructure from cyberattacks and cyberattacks experienced by third parties may adversely affect us.
• If personal, confidential or sensitive user information is breached or otherwise accessed by unauthorized persons, it may be costly for us to mitigate and our reputation could be harmed.
• The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs.
• Our success depends, in part, on the integrity, quality, efficiency and scalability of our systems, technology and infrastructure, and those of third parties.
• We depend on our key personnel.
• The Spin-off may be abandoned by IAC at any time prior to completion, and is subject to certain closing conditions that, if not satisfied or waived, will result in the Spin-off not being completed. If the Spin-off is not completed, the market price of IAC securities may decline.
• IAC and New Vimeo may be unable to achieve some or all of the benefits that they expect to achieve through the Spin-off.
• Following the Spin-off, the financial profile of each of IAC and New Vimeo will change, and each will be a smaller, less diversified company than IAC prior to the Spin-off.
• If the Spin-off were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, IAC, New Vimeo and their respective stockholders could suffer material adverse consequences.
• The aggregate value of the IAC and New Vimeo securities that current holders of IAC capital stock receive in the Spin-off might be less than the value of the IAC securities that they held before the Spin-off.
• Substantial sales of IAC common stock following the Spin-off, or the perception that such sales might occur, could depress the market price of IAC common stock, which is already expected to be lower than the pre-Spin-off market price of IAC common stock due to IAC no longer having any ownership interest in its Vimeo business.
• After the Spin-off, financial institutions could remove IAC securities from investment indices. In addition, IAC securities may not meet the investment guidelines of institutional investors. In either case, these factors could negatively impact the price of IAC securities and could impair the ability of IAC to raise capital through the sale of securities.