As filed with the Securities and Exchange Commission on November ~~9, 2022~~7, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, ~~2022~~2023


☐			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. 001-39356

IAC ~~INC.~~Inc.

(Exact name of registrant as specified in its charter)


Delaware						84-3727412
(State or other jurisdiction of incorporation or organization)						(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common stock, par value $0.0001

IAC

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

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 ☒ No ☐

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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November ~~4, 2022,~~3, 2023, the following shares of the registrant's common stock were outstanding:


Common Stock			~~83,066,878~~80,061,822
Class B common stock			5,789,499
Total			~~88,856,377~~85,851,321

TABLE OF CONTENTS


		Page Number
PART I
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheet	3
	Consolidated Statement of Operations	4
	Consolidated Statement of Comprehensive Operations	5
	Consolidated Statement of Shareholders' Equity	6
	Consolidated Statement of Cash Flows	8
	Notes to Consolidated Financial Statements	9
	Note 1—The Company and Summary of Significant Accounting Policies	9


	Note 2—~~Business Combination~~Financial Instruments and Fair Value Measurements	1312
	Note 3—~~Goodwill and Intangible assets~~Long-term Debt	1618
	Note 4—Accumulated Other Comprehensive Loss	20
	Note 5—Segment Information	21
	Note 6 —Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-in-Control Payments	19
	~~Note 5—Financial Instruments and Fair Value Measurements~~	20
	~~Note 6—Long-term Debt~~	2528
	Note 7—~~Accumulated Other Comprehensive (Loss) Income~~	27
	~~Note 8—Segment Information~~	27
	~~Note 9—~~Pension and Postretirement Benefit Plans	3430
	Note 8—Income Taxes	31
	Note 9—Loss Per Share	32
	Note 10—~~Income Taxes~~Financial Statement Details	35
	Note 11—~~(Loss) Earnings Per Share~~Contingencies	36
	Note 12—Related Party Transactions	37
	Note ~~12—Discontinued Operations~~	40
	~~Note~~ 13—~~Financial Statement Details~~	41
	~~Note 14—Contingencies~~	43
	~~Note 15—Related Party Transactions~~	43
	~~Note 16—~~Subsequent Event	4438

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4539
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7066
Item 4.	Controls and Procedures	7167
PART II
Item 1.	Legal Proceedings	7268
Item 1A.	Risk Factors	7268
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7370
Item 5.	Other Information	70
Item 6.	Exhibits	7571
	Signatures	7773

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

IAC INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited)


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
		(In thousands, except par value amounts)					(In thousands, except par value amounts)
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	1,607,384	$	2,118,730	Cash and cash equivalents	$	1,252,212	$	1,417,390

Marketable securities	Marketable securities	16,343		19,788		Marketable securities	173,717		239,373
Accounts receivable, net of reserves		587,567		693,208
Accounts receivable, net						Accounts receivable, net	519,286		607,809

Other current assets	Other current assets	269,869		242,188		Other current assets	266,832		296,563
Total current assets	Total current assets	2,481,163		3,073,914		Total current assets	2,212,047		2,561,135

Capitalized software, equipment, buildings, leasehold improvements and land, net		583,888		570,525
Capitalized software, equipment, buildings, land and leasehold improvements, net						Capitalized software, equipment, buildings, land and leasehold improvements, net	478,260		510,614
Goodwill	Goodwill	3,008,244		3,226,610		Goodwill	3,021,687		3,030,168
Intangible assets, net of accumulated amortization	Intangible assets, net of accumulated amortization	1,282,503		1,414,892		Intangible assets, net of accumulated amortization	1,000,001		1,170,041
Investment in MGM Resorts International	Investment in MGM Resorts International	1,923,585		2,649,442		Investment in MGM Resorts International	2,379,240		2,170,182
Long-term investments	Long-term investments	311,291		327,838		Long-term investments	432,338		325,721
Other non-current assets	Other non-current assets	850,899		1,037,067		Other non-current assets	494,599		625,774
TOTAL ASSETS	TOTAL ASSETS	$	10,441,573	$	12,300,288	TOTAL ASSETS	$	10,018,172	$	10,393,635

LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY					LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:	LIABILITIES:					LIABILITIES:
Current portion of long-term debt	Current portion of long-term debt	$	30,000	$	30,000	Current portion of long-term debt	$	30,000	$	30,000
Accounts payable, trade	Accounts payable, trade	158,110		203,173		Accounts payable, trade	143,708		133,105
Deferred revenue	Deferred revenue	158,767		165,451		Deferred revenue	165,807		157,124
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	738,371		980,574		Accrued expenses and other current liabilities	683,696		759,759
Total current liabilities	Total current liabilities	1,085,248		1,379,198		Total current liabilities	1,023,211		1,079,988

Long-term debt, net	Long-term debt, net	2,026,404		2,046,237		Long-term debt, net	1,999,805		2,019,759
Deferred income taxes	Deferred income taxes	108,638		385,890		Deferred income taxes	60,627		76,276
Other long-term liabilities	Other long-term liabilities	650,795		721,262		Other long-term liabilities	488,632		617,843

Redeemable noncontrolling interests	Redeemable noncontrolling interests	32,385		18,741		Redeemable noncontrolling interests	33,408		27,235

Commitments and contingencies	Commitments and contingencies					Commitments and contingencies

SHAREHOLDERS' EQUITY:	SHAREHOLDERS' EQUITY:					SHAREHOLDERS' EQUITY:
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,155 and 83,922 shares issued and 83,054 and 83,922 shares outstanding at September 30, 2022 and December 31, 2021, respectively		8		8
Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at September 30, 2022 and December 31, 2021		1		1
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,408 and 84,184 shares issued and 80,058 and 83,083 shares outstanding at September 30, 2023 and December 31, 2022, respectively						Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,408 and 84,184 shares issued and 80,058 and 83,083 shares outstanding at September 30, 2023 and December 31, 2022, respectively	8		8
Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at September 30, 2023 and December 31, 2022						Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at September 30, 2023 and December 31, 2022	1		1
Additional paid-in-capital	Additional paid-in-capital	6,282,690		6,265,669		Additional paid-in-capital	6,326,651		6,295,080
(Accumulated deficit) retained earnings		(263,600)		905,151
Accumulated other comprehensive (loss) income		(29,960)		4,397
Treasury stock, 1,101 shares at September 30, 2022		(85,323)		—
Accumulated deficit						Accumulated deficit	(326,827)		(265,019)
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(6,579)		(13,133)
Treasury stock, 4,350 and 1,101 shares at September 30, 2023 and December 31, 2022, respectively						Treasury stock, 4,350 and 1,101 shares at September 30, 2023 and December 31, 2022, respectively	(252,469)		(85,323)
Total IAC shareholders' equity	Total IAC shareholders' equity	5,903,816		7,175,226		Total IAC shareholders' equity	5,740,785		5,931,614
Noncontrolling interests	Noncontrolling interests	634,287		573,734		Noncontrolling interests	671,704		640,920
Total shareholders' equity	Total shareholders' equity	6,538,103		7,748,960		Total shareholders' equity	6,412,489		6,572,534
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	10,441,573	$	12,300,288	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	10,018,172	$	10,393,635

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

Table of Contents

IAC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands, except per share data)									(In thousands, except per share data)
Revenue	Revenue	$	1,300,901	$	924,068	$	3,988,827	$	2,540,185	Revenue	$	1,111,341	$	1,300,901	$	3,307,201	$	3,988,827
Operating costs and expenses:	Operating costs and expenses:									Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	Cost of revenue (exclusive of depreciation shown separately below)	453,513		340,510		1,499,968		828,744		Cost of revenue (exclusive of depreciation shown separately below)	342,353		451,245		1,038,360		1,495,355
Selling and marketing expense	Selling and marketing expense	489,573		348,187		1,490,947		1,001,760		Selling and marketing expense	407,355		486,832		1,224,606		1,482,769
General and administrative expense	General and administrative expense	260,073		183,299		750,746		521,170		General and administrative expense	210,507		263,733		701,749		762,063
Product development expense	Product development expense	74,078		52,277		239,149		157,593		Product development expense	79,714		75,427		250,899		240,623
Depreciation	Depreciation	27,567		17,795		86,855		54,093		Depreciation	33,776		27,567		136,231		86,855
Amortization of intangibles	Amortization of intangibles	120,777		14,067		234,048		44,542		Amortization of intangibles	61,373		120,777		170,162		234,048
Goodwill impairment	Goodwill impairment	—		—		86,748		—		Goodwill impairment	9,000		—		9,000		86,748
Total operating costs and expenses	Total operating costs and expenses	1,425,581		956,135		4,388,461		2,607,902		Total operating costs and expenses	1,144,078		1,425,581		3,531,007		4,388,461
Operating loss	Operating loss	(124,680)		(32,067)		(399,634)		(67,717)		Operating loss	(32,737)		(124,680)		(223,806)		(399,634)
Interest expense	Interest expense	(29,433)		(6,032)		(74,862)		(18,463)		Interest expense	(40,157)		(29,433)		(117,406)		(74,862)
Unrealized gain (loss) on investment in MGM Resorts International		42,523		29,517		(970,112)		687,155
Unrealized (loss) gain on investment in MGM Resorts International										Unrealized (loss) gain on investment in MGM Resorts International	(463,421)		42,523		209,057		(970,112)
Other income (expense), net	Other income (expense), net	19,678		79,539		(63,048)		133,388		Other income (expense), net	25,455		19,678		60,189		(63,048)
(Loss) earnings from continuing operations before income taxes		(91,912)		70,957		(1,507,656)		734,363
Income tax benefit (provision)		26,065		(9,910)		325,517		(151,046)
Net (loss) earnings from continuing operations		(65,847)		61,047		(1,182,139)		583,317
Loss from discontinued operations, net of tax		—		—		—		(1,831)
Net (loss) earnings		(65,847)		61,047		(1,182,139)		581,486
Net loss (earnings) attributable to noncontrolling interests		2,024		(357)		13,388		3,089
Net (loss) earnings attributable to IAC shareholders		$	(63,823)	$	60,690	$	(1,168,751)	$	584,575
Loss before income taxes										Loss before income taxes	(510,860)		(91,912)		(71,966)		(1,507,656)
Income tax benefit										Income tax benefit	118,838		26,065		3,633		325,517
Net loss										Net loss	(392,022)		(65,847)		(68,333)		(1,182,139)
Net loss attributable to noncontrolling interests										Net loss attributable to noncontrolling interests	1,484		2,024		6,525		13,388
Net loss attributable to IAC shareholders										Net loss attributable to IAC shareholders	$	(390,538)	$	(63,823)	$	(61,808)	$	(1,168,751)

Per share information from continuing operations:
Basic (loss) earnings per share		$	(0.74)	$	0.68	$	(13.51)	$	6.58
Diluted (loss) earnings per share		$	(0.74)	$	0.65	$	(13.51)	$	6.16

Per share information attributable to IAC Common Stock and Class B common stock shareholders:
Basic (loss) earnings per share		$	(0.74)	$	0.68	$	(13.51)	$	6.56
Diluted (loss) earnings per share		$	(0.74)	$	0.65	$	(13.51)	$	6.14
Per share information attributable to IAC common stock and Class B common stock shareholders:										Per share information attributable to IAC common stock and Class B common stock shareholders:
Basic loss per share										Basic loss per share	$	(4.72)	$	(0.74)	$	(0.74)	$	(13.51)
Diluted loss per share										Diluted loss per share	$	(4.72)	$	(0.74)	$	(0.74)	$	(13.51)

Stock-based compensation expense by function:	Stock-based compensation expense by function:									Stock-based compensation expense by function:
Cost of revenue	Cost of revenue	$	1,071	$	18	$	2,109	$	52	Cost of revenue	$	553	$	(31)	$	1,105	$	23
Selling and marketing expense	Selling and marketing expense	2,315		1,449		6,264		3,766		Selling and marketing expense	2,552		2,315		6,493		6,264
General and administrative expense	General and administrative expense	24,860		11,762		74,791		48,695		General and administrative expense	22,849		24,860		69,733		74,791
Product development expense	Product development expense	2,871		2,209		9,296		5,291		Product development expense	3,008		3,973		10,765		11,382

Total stock-based compensation expense	Total stock-based compensation expense	$	31,117	$	15,438	$	92,460	$	57,804	Total stock-based compensation expense	$	28,962	$	31,117	$	88,096	$	92,460

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

Table of Contents

IAC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Net (loss) earnings		$	(65,847)	$	61,047	$	(1,182,139)	$	581,486
Net loss										Net loss	$	(392,022)	$	(65,847)	$	(68,333)	$	(1,182,139)
Other comprehensive (loss) income, net of income taxes:	Other comprehensive (loss) income, net of income taxes:									Other comprehensive (loss) income, net of income taxes:
Change in foreign currency translation adjustment	Change in foreign currency translation adjustment	(18,173)		(1,560)		(36,266)		11,260		Change in foreign currency translation adjustment	(2,987)		(18,173)		418		(36,266)
Change in unrealized gains and losses on available-for-sale marketable debt securities	Change in unrealized gains and losses on available-for-sale marketable debt securities	—		—		—		(2)		Change in unrealized gains and losses on available-for-sale marketable debt securities	—		—		(37)		—
Change in net unrealized gains on interest rate swaps										Change in net unrealized gains on interest rate swaps	2,855		—		6,207		—
Total other comprehensive (loss) income, net of income taxes	Total other comprehensive (loss) income, net of income taxes	(18,173)		(1,560)		(36,266)		11,258		Total other comprehensive (loss) income, net of income taxes	(132)		(18,173)		6,588		(36,266)
Comprehensive (loss) income, net of income taxes		(84,020)		59,487		(1,218,405)		592,744
Comprehensive loss, net of income taxes										Comprehensive loss, net of income taxes	(392,154)		(84,020)		(61,745)		(1,218,405)
Components of comprehensive loss (income) attributable to noncontrolling interests:	Components of comprehensive loss (income) attributable to noncontrolling interests:									Components of comprehensive loss (income) attributable to noncontrolling interests:
Net loss (earnings) attributable to noncontrolling interests		2,024		(357)		13,388		3,089
Net loss attributable to noncontrolling interests										Net loss attributable to noncontrolling interests	1,484		2,024		6,525		13,388
Change in foreign currency translation adjustment attributable to noncontrolling interests	Change in foreign currency translation adjustment attributable to noncontrolling interests	1,061		477		1,904		(474)		Change in foreign currency translation adjustment attributable to noncontrolling interests	457		1,061		(36)		1,904

Comprehensive loss attributable to noncontrolling interests	Comprehensive loss attributable to noncontrolling interests	3,085		120		15,292		2,615		Comprehensive loss attributable to noncontrolling interests	1,941		3,085		6,489		15,292
Comprehensive (loss) income attributable to IAC shareholders		$	(80,935)	$	59,607	$	(1,203,113)	$	595,359
Comprehensive loss attributable to IAC shareholders										Comprehensive loss attributable to IAC shareholders	$	(390,213)	$	(80,935)	$	(55,256)	$	(1,203,113)

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

Table of Contents

IAC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Three and nine months ended September 30, ~~2022~~2023

(Unaudited)

Redeemable Noncontrolling Interests
Common Stock,
$0.0001 par value
Class B common stock,
$0.0001 par value
Common Stock,
$0.001 par value
Class B common stock,
$0.001 par value
Additional Paid-in-Capital (Accumulated Deficit) Retained Earnings Accumulated
Other
Comprehensive
(Loss) Income Treasury Stock Total IAC
Shareholders' Equity Noncontrolling
Interests Total Shareholders' Equity
$ Shares $ Shares $ Shares $ Shares
(In thousands)
Balance at June 30, 2022 $ 27,408 $ 8 84,132 $ 1 5,789 $ — — $ — — $ 6,261,929 $ (199,777) $ (12,852) $ (59,079) $ 5,990,230 $ 634,933 $ 6,625,163
Net income (loss) 740 — — — — — — — — — (63,823) — — (63,823) (2,764) (66,587)
Other comprehensive loss — — — — — — — — — — — (17,112) — (17,112) (1,061) (18,173)
Stock-based compensation expense — — — — — — — — — 18,741 — — — 18,741 13,304 32,045
Issuance of common stock pursuant to stock-based awards, net of withholding taxes — — 23 — — — — — — (1,155) — — — (1,155) — (1,155)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes — — — — — — — — — (3,690) — 4 — (3,686) 1,566 (2,120)
Purchase of IAC treasury stock — — — — — — — — — — — — (26,244) (26,244) — (26,244)
Adjustment of noncontrolling interests to fair value 4,856 — — — — — — — — (4,856) — — — (4,856) — (4,856)
Adjustment to Vivian Health preferred shares to liquidation value — — — — — — — — — 3,854 — — — 3,854 (3,854) —
Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary — — — — — — — — — 7,835 — — — 7,835 (7,835) —
Other (619) — — — — — — — — 32 — — — 32 (2) 30
Balance at September 30, 2022 $ 32,385 $ 8 84,155 $ 1 5,789 $ — — $ — — $ 6,282,690 $ (263,600) $ (29,960) $ (85,323) $ 5,903,816 $ 634,287 $ 6,538,103

Balance at December 31, 2021 $ 18,741 $ 8 83,922 $ 1 5,789 $ — — $ — — $ 6,265,669 $ 905,151 $ 4,397 $ — $ 7,175,226 $ 573,734 $ 7,748,960
Net loss (1,647) — — — — — — — — — (1,168,751) — — (1,168,751) (11,741) (1,180,492)
Other comprehensive loss — — — — — — — — — — — (34,362) �� (34,362) (1,904) (36,266)
Stock-based compensation expense — — — — — — — — — 53,682 — — — 53,682 40,971 94,653
Issuance of common stock pursuant to stock-based awards, net of withholding taxes — — 233 — — — — — — (15,965) — — — (15,965) — (15,965)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes — — — — — — — — — (7,792) — 5 — (7,787) 1,744 (6,043)
Purchase of IAC treasury stock — — — — — — — — — — — — (85,323) (85,323) — (85,323)
Purchase of Angi Inc. treasury stock — — — — — — — — — (8,144) — — — (8,144) — (8,144)
Distribution to and purchase of noncontrolling interests (1,179) — — — — — — — — — — — — — — —
Adjustment of noncontrolling interests to fair value 28,897 — — — — — — — — (28,897) — — — (28,897) — (28,897)
Issuance of Vivian Health preferred shares, net of fees, and the reclassification and creation of noncontrolling interest and subsequent adjustment to liquidation value. (11,782) — — — — — — — — 15,380 — — — 15,380 39,320 54,700
Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary — — — — — — — — — 7,835 — — — 7,835 (7,835) —
Other (645) — — — — — — — — 922 — — — 922 (2) 920
Balance at September 30, 2022 $ 32,385 $ 8 84,155 $ 1 5,789 $ — — $ — — $ 6,282,690 $ (263,600) $ (29,960) $ (85,323) $ 5,903,816 $ 634,287 $ 6,538,103


	Redeemable Noncontrolling Interests		Common Stock, $0.0001 par value			Class B common stock, $0.0001 par value			Additional Paid-in-Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Loss		Treasury Stock		Total IAC Shareholders' Equity		Noncontrolling Interests		Total Shareholders' Equity
			$		Shares	$		Shares
			(In thousands)
Balance at June 30, 2023	$	34,778	$	8	84,360	$	1	5,789	$	6,312,394	$	63,711	$	(6,904)	$	(252,502)	$	6,116,708	$	660,794	$	6,777,502
Net loss	(476)		—		—	—		—	—		(390,538)		—		—		(390,538)		(1,008)		(391,546)
Other comprehensive income (loss), net of income taxes	—		—		—	—		—	—		—		325		—		325		(457)		(132)
Stock-based compensation expense	—		—		—	—		—	18,221		—		—		—		18,221		12,104		30,325
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	—		—		48	—		—	(3,083)		—		—		—		(3,083)		—		(3,083)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes	—		—		—	—		—	(2,540)		—		—		—		(2,540)		1,298		(1,242)
Purchase of IAC treasury stock, net of excise tax on share issuances	—		—		—	—		—	—		—		—		33		33		—		33


Adjustment of noncontrolling interests to fair value	(650)		—		—	—		—	650		—		—		—		650		—		650
Adjustment to the liquidation value of Vivian Health preferred shares	—		—		—	—		—	1,027		—		—		—		1,027		(1,027)		—
Other	(244)		—		—	—		—	(18)		—		—		—		(18)		—		(18)
Balance at September 30, 2023	$	33,408	$	8	84,408	$	1	5,789	$	6,326,651	$	(326,827)	$	(6,579)	$	(252,469)	$	5,740,785	$	671,704	$	6,412,489





Balance at December 31, 2022	$	27,235	$	8	84,184	$	1	5,789	$	6,295,080	$	(265,019)	$	(13,133)	$	(85,323)	$	5,931,614	$	640,920	$	6,572,534
Net loss	(1,018)		—		—	—		—	—		(61,808)		—		—		(61,808)		(5,507)		(67,315)
Other comprehensive income, net of income taxes	—		—		—	—		—	—		—		6,552		—		6,552		36		6,588
Stock-based compensation expense	—		—		—	—		—	54,348		—		—		—		54,348		37,242		91,590
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	—		—		224	—		—	(7,658)		—		—		—		(7,658)		—		(7,658)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes	—		—		—	—		—	(9,114)		—		2		—		(9,112)		3,757		(5,355)
Purchase of IAC treasury stock, net of excise tax on share issuances	—		—		—	—		—	—		—		—		(167,146)		(167,146)		—		(167,146)
Purchase of Angi Inc. treasury stock	—		—		—	—		—	(3,397)		—		—		—		(3,397)		—		(3,397)

Adjustment of noncontrolling interests to fair value	7,439		—		—	—		—	(7,439)		—		—		—		(7,439)		—		(7,439)
Adjustment to the liquidation value of Vivian Health preferred shares	—		—		—	—		—	4,716		—		—		—		4,716		(4,716)		—
Other	(248)		—		—	—		—	115		—		—		—		115		(28)		87
Balance at September 30, 2023	$	33,408	$	8	84,408	$	1	5,789	$	6,326,651	$	(326,827)	$	(6,579)	$	(252,469)	$	5,740,785	$	671,704	$	6,412,489

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

Table of Contents

IAC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

Three and nine months ended September 30, ~~2021~~2022

(Unaudited)

Redeemable Noncontrolling Interests
Common Stock,
$0.0001 par value
Class B common stock,
$0.0001 par value
Common Stock,
$0.001 par value
Class B common stock,
$0.001 par value
Additional Paid-in-Capital Retained Earnings Accumulated
Other
Comprehensive
Income (Loss) Total IAC
Shareholders' Equity Noncontrolling
Interests Total Shareholders' Equity
$ Shares $ Shares $ Shares $ Shares
(In thousands)
Balance at June 30, 2021 $ 24,193 $ 8 83,444 $ 1 5,789 $ — — $ — — $ 6,341,667 $ 831,489 $ 5,686 $ 7,178,851 $ 566,297 $ 7,745,148
Net earnings (loss) 2,778 — — — — — — — — — 60,690 — 60,690 (2,421) 58,269
Other comprehensive loss, net of income taxes (74) — — — — — — — — — — (1,083) (1,083) (403) (1,486)
Stock-based compensation expense — — — — — — — — — 6,626 — — 6,626 8,816 15,442
Issuance of common stock pursuant to stock-based awards, net of withholding taxes — — 74 — — — — — — (8,792) — — (8,792) — (8,792)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes — — — — — — — — — 4,081 — 24 4,105 (5,171) (1,066)
Purchase of Angi Inc. treasury stock — — — — — — — — — (29,766) — — (29,766) — (29,766)
Distribution to and purchase of noncontrolling interests — — — — — — — — — — — — — (570) (570)
Adjustment of noncontrolling interests to fair value 1,061 — — — — — — — — (1,061) — — (1,061) — (1,061)
Other (1,874) — — — — — — — — (385) — — (385) 410 25
Balance at September 30, 2021 $ 26,084 $ 8 83,518 $ 1 5,789 $ — — $ — — $ 6,312,370 $ 892,179 $ 4,627 $ 7,209,185 $ 566,958 $ 7,776,143


	Redeemable Noncontrolling Interests		Common Stock, $0.0001 par value			Class B common stock, $0.0001 par value			Additional Paid-in-Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock		Total IAC Shareholders' Equity		Noncontrolling Interests		Total Shareholders' Equity
			$		Shares	$		Shares
			(In thousands)
Balance at June 30, 2022	$	27,408	$	8	84,132	$	1	5,789	$	6,261,929	$	(199,777)	$	(12,852)	$	(59,079)	$	5,990,230	$	634,933	$	6,625,163
Net income (loss)	740		—		—	—		—	—		(63,823)		—		—		(63,823)		(2,764)		(66,587)
Other comprehensive loss	—		—		—	—		—	—		—		(17,112)		—		(17,112)		(1,061)		(18,173)
Stock-based compensation expense	—		—		—	—		—	18,741		—		—		—		18,741		13,304		32,045
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	—		—		23	—		—	(1,155)		—		—		—		(1,155)		—		(1,155)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes	—		—		—	—		—	(3,690)		—		4		—		(3,686)		1,566		(2,120)
Purchase of IAC treasury stock	—		—		—	—		—	—		—		—		(26,244)		(26,244)		—		(26,244)

Adjustment of noncontrolling interests to fair value	4,856		—		—	—		—	(4,856)		—		—		—		(4,856)		—		(4,856)
Adjustment to Vivian Health preferred shares to liquidation value	—		—		—	—		—	3,854		—		—		—		3,854		(3,854)		—
Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary	—		—		—	—		—	7,835		—		—		—		7,835		(7,835)		—
Other	(619)		—		—	—		—	32		—		—		—		32		(2)		30
Balance at September 30, 2022	$	32,385	$	8	84,155	$	1	5,789	$	6,282,690	$	(263,600)	$	(29,960)	$	(85,323)	$	5,903,816	$	634,287	$	6,538,103

Balance at December 31, 2020 $ 231,992 $ — — $ — — $ 83 82,976 $ 6 5,789 $ 5,909,614 $ 694,042 $ (6,170) $ 6,597,575 $ 553,353 $ 7,150,928
Net earnings (loss) 3,487 — — — — — — — — — 584,575 — 584,575 (6,576) 577,999
Other comprehensive income (loss), net of income taxes 515 — — — — — — — — — — 10,746 10,746 (41) 10,705
Stock-based compensation expense — — — —�� — — — — — 45,914 — — 45,914 22,836 68,750
Issuance of common stock pursuant to stock-based awards, net of withholding taxes — — 160 — — — 382 — — (37,866) — — (37,866) — (37,866)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes — — — — — — — — — (53,366) — 13 (53,353) (2,454) (55,807)
Purchase of Angi Inc. treasury stock — — — — — — — — — (35,403) — — (35,403) — (35,403)
Issuance of Vimeo common stock and creation of noncontrolling interests, net of fees 40,785 — — — — — — — — 258,965 — — 258,965 — 258,965
Distribution to and purchase of noncontrolling interests (24,085) — — — — — — — — — — — — (570) (570)
Adjustment of noncontrolling interests to fair value 777,592 — — — — — — — — (777,592) — — (777,592) — (777,592)
Recapitalization of IAC upon Vimeo spin-off — 8 83,358 1 5,789 (83) (83,358) (6) (5,789) 80 — — — — —
Spin-off of IAC's investment in Vimeo — — — — — — — — — (38) (386,438) 38 (386,438) — (386,438)
Elimination of Vimeo noncontrolling interest (1,002,324) — — — — — — — — 1,002,324 — — 1,002,324 — 1,002,324
Other (1,878) — — — — — — — — (262) — — (262) 410 148
Balance at September 30, 2021 $ 26,084 $ 8 83,518 $ 1 5,789 $ — — $ — — $ 6,312,370 $ 892,179 $ 4,627 $ 7,209,185 $ 566,958 $ 7,776,143


Balance at December 31, 2021	$	18,741	$	8	83,922	$	1	5,789	$	6,265,669	$	905,151	$	4,397	$	—	$	7,175,226	$	573,734	$	7,748,960
Net loss	(1,647)		—		—	—		—	—		(1,168,751)		—		—		(1,168,751)		(11,741)		(1,180,492)
Other comprehensive loss	—		—		—	—		—	—		—		(34,362)		—		(34,362)		(1,904)		(36,266)
Stock-based compensation expense	—		—		—	—		—	53,682		—		—		—		53,682		40,971		94,653
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	—		—		233	—		—	(15,965)		—		—		—		(15,965)		—		(15,965)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes	—		—		—	—		—	(7,792)		—		5		—		(7,787)		1,744		(6,043)
Purchase of IAC treasury stock	—		—		—	—		—	—		—		—		(85,323)		(85,323)		—		(85,323)
Purchase of Angi Inc. treasury stock	—		—		—	—		—	(8,144)		—		—		—		(8,144)		—		(8,144)
Distribution to and purchase of noncontrolling interests	(1,179)		—		—	—		—	—		—		—		—		—		—		—
Adjustment of noncontrolling interests to fair value	28,897		—		—	—		—	(28,897)		—		—		—		(28,897)		—		(28,897)
Issuance of Vivian Health preferred shares, net of fees, and the reclassification and creation of noncontrolling interest and subsequent adjustment to liquidation value	(11,782)		—		—	—		—	15,380		—		—		—		15,380		39,320		54,700
Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary	—		—		—	—		—	7,835		—		—		—		7,835		(7,835)		—
Other	(645)		—		—	—		—	922		—		—		—		922		(2)		920
Balance at September 30, 2022	$	32,385	$	8	84,155	$	1	5,789	$	6,282,690	$	(263,600)	$	(29,960)	$	(85,323)	$	5,903,816	$	634,287	$	6,538,103

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

Table of Contents

IAC INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


		Nine Months Ended September 30,					Nine Months Ended September 30,
		2022		2021			2023		2022
		(In thousands)					(In thousands)
Cash flows from operating activities attributable to continuing operations:
Net (loss) earnings		$	(1,182,139)	$	581,486
Less: Loss from discontinued operations, net of tax		—		(1,831)
Net (loss) earnings from continuing operations		(1,182,139)		583,317
Adjustments to reconcile net (loss) earnings to net cash (used in) provided by operating activities attributable to continuing operations:
Stock-based compensation expense		92,460		57,804
Cash flows from operating activities:						Cash flows from operating activities:
Net loss						Net loss	$	(68,333)	$	(1,182,139)
Adjustments to reconcile net loss to net cash provided by operating activities:						Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of intangibles	Amortization of intangibles	234,048		44,542		Amortization of intangibles	170,162		234,048
Depreciation	Depreciation	86,855		54,093		Depreciation	136,231		86,855
Stock-based compensation expense						Stock-based compensation expense	88,096		92,460
Non-cash lease expense (including right-of-use asset impairments)						Non-cash lease expense (including right-of-use asset impairments)	85,647		56,879
Provision for credit losses	Provision for credit losses	87,657		66,428		Provision for credit losses	71,294		87,657
Goodwill impairment	Goodwill impairment	86,748		—		Goodwill impairment	9,000		86,748
Unrealized decrease (increase) in the estimated fair value of a warrant						Unrealized decrease (increase) in the estimated fair value of a warrant	1,274		(21,318)
Unrealized (gain) loss on investment in MGM Resorts International						Unrealized (gain) loss on investment in MGM Resorts International	(209,057)		970,112
Deferred income taxes	Deferred income taxes	(333,202)		150,617		Deferred income taxes	(17,583)		(333,202)
Unrealized loss (gain) on investment in MGM Resorts International		970,112		(687,155)
Losses (gains) on investments in equity securities, net		10,145		(44,963)
Unrealized increase in the estimated fair value of a warrant		(21,318)		(102,331)
Non-cash lease expense (including right-of-use asset impairments)		56,879		24,497
Pension and postretirement benefit expense		78,088		—
(Gains) losses on investments in equity securities and sales of businesses, net						(Gains) losses on investments in equity securities and sales of businesses, net	(2,521)		8,051
Pension and postretirement benefit (credit) cost						Pension and postretirement benefit (credit) cost	(53)		78,088
Other adjustments, net	Other adjustments, net	23,900		41,278		Other adjustments, net	(7,468)		19,423
Changes in assets and liabilities, net of effects of acquisitions and dispositions:	Changes in assets and liabilities, net of effects of acquisitions and dispositions:					Changes in assets and liabilities, net of effects of acquisitions and dispositions:
Accounts receivable	Accounts receivable	3,607		(114,645)		Accounts receivable	7,122		4,734
Other assets	Other assets	261		19,001		Other assets	10,017		261
Operating lease liabilities	Operating lease liabilities	(47,726)		(20,513)		Operating lease liabilities	(56,440)		(48,302)
Accounts payable and other liabilities	Accounts payable and other liabilities	(244,371)		103,756		Accounts payable and other liabilities	(82,745)		(238,927)
Income taxes payable and receivable	Income taxes payable and receivable	(3,696)		(6,037)		Income taxes payable and receivable	(687)		(3,696)
Deferred revenue	Deferred revenue	199		39,940		Deferred revenue	8,688		199
Net cash (used in) provided by operating activities attributable to continuing operations		(101,493)		209,629
Cash flows from investing activities attributable to continuing operations:
Acquisitions, net of cash acquired		—		(25,364)
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	142,644		(102,069)
Cash flows from investing activities:						Cash flows from investing activities:

Capital expenditures	Capital expenditures	(112,840)		(69,401)		Capital expenditures	(126,558)		(112,840)

Proceeds from sales of assets						Proceeds from sales of assets	28,973		224
Proceeds from maturities of marketable debt securities	Proceeds from maturities of marketable debt securities	—		225,000		Proceeds from maturities of marketable debt securities	387,500		—
Purchases of marketable debt securities						Purchases of marketable debt securities	(320,110)		—

Cash distribution related to the spin-off of IAC's investment in Vimeo		—		(333,184)
Net proceeds from the sale of businesses and investments		41,272		11,915
Purchases of investments						Purchases of investments	(103,555)		(3,036)
Net proceeds from the sales of businesses and investments						Net proceeds from the sales of businesses and investments	9,186		41,272
Purchases of investment in MGM Resorts International	Purchases of investment in MGM Resorts International	(244,256)		—		Purchases of investment in MGM Resorts International	—		(244,256)
Purchases of investments		(3,036)		(23,892)

Decrease in notes receivable	Decrease in notes receivable	19,497		—		Decrease in notes receivable	11,297		19,497
Other, net	Other, net	5,215		(1,627)		Other, net	9,902		4,991
Net cash used in investing activities attributable to continuing operations		(294,148)		(216,553)
Cash flows from financing activities attributable to continuing operations:
Net cash used in investing activities						Net cash used in investing activities	(103,365)		(294,148)
Cash flows from financing activities:						Cash flows from financing activities:

Principal payments on Dotdash Meredith Term Loans	Principal payments on Dotdash Meredith Term Loans	(22,500)		—		Principal payments on Dotdash Meredith Term Loans	(22,500)		(22,500)
Principal payments on ANGI Group Term Loan		—		(220,000)

Debt issuance costs	Debt issuance costs	(785)		—		Debt issuance costs	—		(785)
Proceeds from the issuance of Vivian Health preferred shares, net of fees		34,700		—
Purchase of IAC treasury stock		(85,323)		—
Purchase of Angi Inc. treasury stock		(8,144)		(35,403)
Proceeds from the exercise of IAC stock options		—		1,496

Withholding taxes paid on behalf of IAC employees on net settled stock-based awards	Withholding taxes paid on behalf of IAC employees on net settled stock-based awards	(17,058)		(35,093)		Withholding taxes paid on behalf of IAC employees on net settled stock-based awards	(8,336)		(17,058)
Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards	Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards	(5,587)		(56,135)		Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards	(4,780)		(5,587)
Purchases of IAC treasury stock						Purchases of IAC treasury stock	(165,622)		(85,323)
Purchases of Angi Inc. treasury stock						Purchases of Angi Inc. treasury stock	(3,397)		(8,144)
Proceeds from the issuance of Vivian Health preferred shares, net of fees						Proceeds from the issuance of Vivian Health preferred shares, net of fees	—		34,700

Purchase of noncontrolling interests	Purchase of noncontrolling interests	(1,179)		(24,655)		Purchase of noncontrolling interests	—		(1,179)
Other, net	Other, net	4,637		685		Other, net	37		5,213
Net cash used in financing activities attributable to continuing operations		(101,239)		(369,105)
Total cash used in continuing operations		(496,880)		(376,029)
Net cash provided by operating activities attributable to discontinued operations		—		18,053
Net cash provided by investing activities attributable to discontinued operations		—		7,602
Net cash provided by financing activities attributable to discontinued operations		—		293,577
Total cash provided by discontinued operations		—		319,232
Net cash used in financing activities						Net cash used in financing activities	(204,598)		(100,663)
Total cash used						Total cash used	(165,319)		(496,880)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	Effect of exchange rate changes on cash and cash equivalents and restricted cash	(7,913)		(156)		Effect of exchange rate changes on cash and cash equivalents and restricted cash	48		(7,913)
Net decrease in cash and cash equivalents and restricted cash	Net decrease in cash and cash equivalents and restricted cash	(504,793)		(56,953)		Net decrease in cash and cash equivalents and restricted cash	(165,271)		(504,793)
Cash and cash equivalents and restricted cash at beginning of period	Cash and cash equivalents and restricted cash at beginning of period	2,121,864		3,477,110		Cash and cash equivalents and restricted cash at beginning of period	1,426,069		2,121,864
Cash and cash equivalents and restricted cash at end of period	Cash and cash equivalents and restricted cash at end of period	$	1,617,071	$	3,420,157	Cash and cash equivalents and restricted cash at end of period	$	1,260,798	$	1,617,071

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

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Acquisition of Meredith~~

On December 1, 2021, Dotdash Media Inc. (formerly known as About Inc., and referred to herein as "Dotdash"), a wholly-owned subsidiary of IAC Inc. (formerly known as IAC/InterActiveCorp, and referred to herein as "IAC"), completed the acquisition of Meredith Holdings Corporation ("~~Meredith~~"), which holds Meredith Corporation's national media business, consisting of its digital and magazine businesses, and its corporate operations. The parent of the combined entity is Dotdash Meredith, Inc. ("Dotdash Meredith"). See “~~Note 2—Business Combination” for a description of the acquisition of Meredith.~~

~~Vimeo Spin-off~~

On May 25, 2021, IAC completed the spin-off of its full stake in Vimeo, Inc. (formerly Vimeo Holdings, Inc. ("Vimeo")) to IAC shareholders (which we refer to as the “Spin-off”). Following the Spin-off, Vimeo became an independent, separately traded public company. Therefore, Vimeo is presented as a discontinued operation within IAC's financial statements for all periods prior to May 25, 2021. See “~~Note 12—Discontinued Operations” for additional details.~~

Nature of Operations

IAC today ~~is comprised~~consists of category leading businesses, including Dotdash Meredith, Angi Inc. and Care.com, ~~as well as a number of other businesses~~among others ranging from early stage to ~~established.~~established businesses.

As used herein, "IAC," the "Company," "we," ~~"our" or~~"our," "us" and other similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).

Basis of Presentation

The Company prepares its consolidated financial statements ~~(collectively referred~~(referred to herein as "financial statements") in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP"). The 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. All intercompany transactions and balances between and among the Company and its subsidiaries have been eliminated.

The unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the unaudited interim financial statements include all normal recurring adjustments considered necessary for a fair presentation. Interim results are not necessarily indicative of the results that may be expected for the full year. The unaudited interim financial statements should be read in conjunction with the annual audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, ~~2021.~~

~~COVID-19 Update~~

The impact on the Company from the COVID-19 pandemic and the measures designed to contain its spread continues to have a negative impact on year-over-year financial performance at Angi Inc. and Dotdash Meredith.

~~Table of Contents~~

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~Angi Inc.~~

As previously disclosed, the impact of COVID-19 on the businesses in IAC's Angi Inc. segment initially resulted in a decline in demand for service requests, driven primarily by decreases in demand in certain categories of jobs (particularly discretionary indoor projects). While these businesses experienced a rebound in service requests from mid-2020 through early 2021, service requests started to decline in May 2021 and have continued to decline during 2022 due, in part, to COVID-19 measures that were more widely in place in prior periods. Angi Inc.'s ability to monetize service requests rebounded modestly in the second half of 2021 and the first half of 2022, however, that improved monetization plateaued in the third quarter of 2022 and is now in line with monetization rates experienced pre-COVID-19.

~~Dotdash Meredith~~

Traffic to Dotdash’s sites is down relative to last year when COVID-19 measures were still more widely in place. As a result, digital advertising and performance marketing revenue at Dotdash, excluding Meredith, declined compared to 2021 due to lower traffic to its sites compared to prior year COVID-19 traffic highs. Post acquisition, Meredith has experienced a similar impact to its digital advertising revenue.

~~Future Outlook~~

The extent to which developments related to the COVID-19 pandemic and measures designed to curb its spread continue to impact the Company’s business, financial condition and results of operations will depend on future developments, all of which are highly uncertain and many of which are beyond the Company’s control, including the continuing spread of COVID-19, the severity of resurgences of COVID-19 caused by variant strains of the virus, the effectiveness of vaccines and attitudes toward receiving them, materials and supply chain constraints, labor shortages, the scope of governmental and other restrictions on travel, discretionary services and other activity, and public reactions to these developments.2022.

Accounting Estimates

Management of the Company is required to make certain estimates, judgments and assumptions during the preparation of its 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 assets and liabilities. Actual results could differ from these estimates.

On an ongoing basis, the Company evaluates its estimates, judgments and assumptions, including those related to: the fair values of cash equivalents and marketable debt and equity securities; the carrying value of accounts receivable, including the determination of the allowance for credit ~~losses and the determination of revenue reserves;~~losses; the determination of the customer relationship period for certain costs to obtain a contract with a customer; the ~~carrying value~~recoverability of right-of-use assets ("ROU assets"); the useful lives and recoverability of capitalized software, equipment, buildings and leasehold improvements and definite-lived intangible assets; the ~~fair value of assets acquired and liabilities assumed as a result of an acquisition and the allocation of purchase price thereto; the~~ recoverability of goodwill and indefinite-lived intangible assets; the fair value of equity securities without readily determinable fair values; the fair value of interest rate swaps; contingencies; the fair value of acquisition-related contingent consideration arrangements; unrecognized tax benefits; the liability for potential refunds and customer credits; the valuation allowance for deferred income tax assets; pension and postretirement benefit expenses, including actuarial assumptions regarding discount rates, expected returns on plan assets, inflation and healthcare costs; and the fair value of and forfeiture rates for stock-based awards, among others. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and other factors that the Company considers relevant.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Interest Rate Swaps

In March 2023, Dotdash Meredith entered into interest rate swaps for a total notional amount of $350 million, which synthetically converted a portion of the Dotdash Meredith Term Loan B from a variable rate to a fixed rate to manage interest rate risk exposure beginning on April 3, 2023. Dotdash Meredith designated the interest rate swaps as cash flow hedges and applies hedge accounting to these contracts in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 815, Derivatives and Hedging. As cash flow hedges, the interest rate swaps are recognized at fair value on the balance sheet as either assets or liabilities, with the changes in fair value recorded in "Accumulated other comprehensive loss" in the balance sheet and reclassified into “Interest expense” in the statement of operations in the periods in which the interest rate swaps affect earnings. Dotdash Meredith assessed hedge effectiveness at the time of entering into these agreements and determined these interest rate swaps are expected to be highly effective. Dotdash Meredith evaluates the hedge effectiveness of the interest rate swaps quarterly, or more frequently, if necessary, by verifying (i) that the critical terms of the interest rate swaps continue to match the critical terms of the hedged interest payments and (ii) that it is probable the counterparties will not default. If the two requirements are met, the interest rate swaps are determined to be effective and all changes in the fair value of the interest rate swaps are recorded in "Accumulated other comprehensive loss." The cash flows related to interest settlements of the hedged monthly interest payments are classified as operating activities in the statement of cash flows, consistent with the interest expense on the related Dotdash Meredith Term Loan B. See "Note 3—Long-term Debt" for additional information.

General Revenue Recognition

The Company accounts for a contract with a customer 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 the Company's customers and in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods.

From January 1, 2020 through December 31, 2022, Services recorded revenue on a gross basis. Effective January 1, 2023, Angi Inc. modified the Services terms and conditions so that the service professional, rather than Angi Inc., has the contractual relationship with the consumer to deliver the service and Angi Inc.'s performance obligation to the consumer is to connect them with the service professional. This change in contractual terms requires revenue to be reported as the net amount of what is received from the consumer after deducting the amounts owed to the service professional providing the service effective for all arrangements entered into after December 31, 2022. There is no impact to operating loss or Adjusted EBITDA from this change in revenue recognition. For the three and nine months ended September 30, 2022, if Services revenue were recorded on a net basis, revenue would have been reduced by $64.8 million and $187.5 million, respectively.

The Company's disaggregated revenue disclosures are presented in "Note 8—5—Segment Information."

~~Table of Contents~~

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Deferred Revenue

Deferred revenue consists of payments that are received or are contractually due in advance of the Company's performance obligation. The Company’s deferred revenue is reported on a contract-by-contract basis at the end of each reporting period. The Company classifies deferred revenue as current when the remaining term ~~of the applicable subscription period~~ or expected completion of its performance obligation is one year or less. The current and non-current deferred revenue balances ~~are $165.5~~were $165.8 million and ~~$0.4~~$0.1 million, respectively, at September 30, 2023 and $157.1 million and $0.2 million, respectively, at December 31, ~~2021, and $137.7~~2022. During the nine months ended September 30, 2023, the Company recognized $147.8 million ~~and $0.7 million, respectively,~~of revenue that was included in the deferred revenue balance at December 31, ~~2020.~~2022. During the nine months ended September 30, 2022, the Company recognized ~~$147.3~~$145.4 million of revenue that was included in the deferred revenue balance at December 31, 2021. ~~During the nine months ended September 30, 2021, the Company recognized $123.5 million of revenue that was included in the deferred revenue balance at December 31, 2020.~~ The current and non-current deferred revenue balances ~~are $158.8~~were $165.5 million and ~~$0.3~~$0.4 million, respectively, at ~~September 30, 2022, respectively.~~December 31, 2021. Non-current deferred revenue is included in "Other long-term liabilities" in the balance sheet.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Practical Expedients and Exemptions

AsFor contracts that have an original duration of one year or less, the Company uses the practical expedient available under FASB Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, applicable to such contracts and does not consider the time value of money.

In addition, as permitted under the practical expedient available under ASU No. 2014-09~~Revenue from Contracts with Customers,~~, 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 tied to sales-based or usage-based royalties, 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 it has the right to invoice for services performed.

~~Costs to Obtain a Contract with a Customer~~

The Company uses a portfolio approach to assess the accounting treatment of the incremental costs to obtain a contract with a customer. The Company recognizes an asset for these costs if we expect to recover those costs. To the extent that these costs are capitalized, the resultant asset is amortized on a systematic basis consistent with the pattern of the transfer of the services to which the asset relates. 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 Third-Party Agent Sales of Magazine Subscriptions~~

Dotdash Meredith uses third-party agents to obtain certain subscribers. The agents are paid a commission, which can be as much as the subscription price charged to the subscriber. Dotdash Meredith subscriptions do not have substantive termination penalties; therefore, the contract term is determined on an issue-by-issue basis. Accordingly, these do not qualify for capitalization because there is no contract with a customer until a copy is served to a customer; therefore these costs are expensed when the publication is sent to the customer. Dotdash Meredith recognizes a liability to the extent the commission is refundable to the third-party agent. Dotdash Meredith expenses additional amounts paid to agents (such as per subscriber bounties) to acquire subscribers as incurred. Expenses related to third-party agent sales of magazine subscriptions are included in "Selling and marketing expense" in the statement of operations.

~~Commissions Paid to Employees Pursuant to Sales Incentive Programs~~

The Company has determined that commissions paid to employees pursuant to certain sales incentive programs meet the requirements to be capitalized as the incremental costs to obtain a contract with a customer. When customer renewals are expected and the renewal commission is not commensurate with the initial commission, the average customer life includes renewal periods. Capitalized commissions paid to employees pursuant to these sales incentive programs are amortized over the estimated customer relationship period and are included in "Selling and marketing expense" in the statement of operations. The Company calculates the anticipated customer relationship period as the average customer life, which is based on historical data.

~~For sales incentive programs where the anticipated customer relationship period is one year or less, the Company has elected the practical expedient to expense the commissions as incurred.~~

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~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~App Store Fees~~

The Company pays fees to the Apple App Store and the Google Play Store for the distribution of our paid mobile apps. The Company capitalizes and amortizes mobile app store fees related to subscriptions over the term of the applicable subscription. The amortization of mobile app store fees is included in "Cost of revenue" in the statement of operations.

~~The following table presents the capitalized costs to obtain a contract with a customer at September 30, 2022 and December 31, 2021, respectively:~~

September 30, 2022 December 31, 2021
Sales Commissions App Store Fees Total Sales Commissions App Store Fees Total
(In thousands)
Current $ 49,421 $ 9,052 $ 58,473 $ 39,669 $ 9,023 $ 48,692
Non-current 4,596 — 4,596 6,086 — 6,086
Total $ 54,017 $ 9,052 $ 63,069 $ 45,755 $ 9,023 $ 54,778

~~The current and non-current capitalized costs to obtain a contract with a customer are included in "Other current assets" and "Other non-current assets," respectively, in the balance sheet.~~

Certain Risks and Concentrations—Services Agreement with Google (the "Services Agreement")

The Company and Google are parties to an amended Services Agreement, which automatically renewed effective March 31, 2023 and now expires on March 31, ~~2024 and provides for an automatic renewal for an additional one-year period absent a notice of non-renewal from either party on or before March 31, 2023.~~2025. The Company earns certain other advertising revenue from Google that is not attributable to the Services Agreement. A meaningful portion of the ~~Company's~~Company’s net cash from operating activities ~~attributable to continuing operations~~ that it can freely access is attributable to revenue earned pursuant to the Services Agreement and other revenue earned from Google.

For the three and nine months ended September 30, 2023, total revenue earned from Google was $180.3 million and $551.0 million, respectively, representing 16% and 17%, respectively, of the Company's revenue. The revenue earned from the Services Agreement for the three and nine months ended September 30, 2023, was $149.4 million and $452.7 million, respectively, representing 13% and 14%, respectively, of the Company's total revenue. For the three and nine months ended September 30, 2022, total revenue earned from Google was $161.6 million and $524.3 million, respectively, representing ~~representing~~ 12% and 13%, respectively, of the Company's revenue. The ~~total~~ revenue earned from the Services Agreement for the three and nine months ended September 30, 2022, was $117.3 million and $386.6 million, respectively, representing 9% and 10%, respectively, of the Company's total revenue. ~~For the three and nine months ended September 30, 2021, total revenue earned from Google was $185.6 million and $527.0 million, respectively,~~ representing 20% and 21%, respectively, of the Company's revenue. The total revenue earned from the Services Agreement for the three and nine months ended September 30, 2021 was $168.0 million and $471.3 million, respectively, representing 18% and 19%, respectively, of the Company's total revenue. The related accounts receivable totaled ~~$58.3~~$57.4 million and ~~$89.1~~$74.1 million at September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

The revenue attributable to the Services Agreement is earned by Ask Media Group and the Desktop business, ~~both~~which comprise the Search segment. For the three and nine months ended September 30, 2023, revenue earned from the Services Agreement was $131.9 million and $398.3 million, respectively, within Ask Media Group and $17.5 million and $54.4 million, respectively, within the ~~Search segment.~~Desktop business. For the three and nine months ended September 30, 2022, revenue earned from the Services Agreement was$97.3 million ~~$97.3~~and $315.4 million ~~and $315.4 million,~~, respectively, within Ask Media Group and ~~$20.0~~$20.0 million and ~~$71.2~~$71.2 million, respectively, within the Desktop ~~business. For the three and nine months ended September 30, 2021, revenue earned from the Services Agreement was~~ ~~$137.9 million and $382.5 million, respectively, within Ask Media Group and $30.1 million and $88.8 million, respectively, within the Desktop business~~.business.

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. These updates may be specific to the Services Agreement or could be more general and thereby impact the Company as well as other companies. These policy and guideline updates have in the past and could in the future require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which have been and could be costly to address or negatively impact revenue and have had and in the future could have an adverse effect on our financial condition and results of operations. As described below, Google has made changes to the policies under the Services Agreement and has also made industry-wide changes that have negatively impacted the Desktop business-to-consumer ("B2C") business. Google may make changes in the future that could impact the revenue earned from Google, including under the Services Agreement.

~~Table~~As a result of ~~Contents~~

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~Certain~~certain industry-wide policy ~~changes became effective on August 27, 2020. These industry-wide~~ changes combined with increased enforcement by Google of policies under the Services Agreement ~~have had a negative impact on~~in prior periods, the results of operations of the B2C business. During the fourth quarter of 2020, Google suspended services with respect to some B2C's products and may do so with respect to other products in the future. As a result, the B2C business elected to modify certain marketing strategies in early January 2021. Subsequently, Google informed us of another policy change in the first quarter of 2021 that became effective on May 10, 2021. We anticipated that this Google policy change would eliminate our ability to successfully introduce and market new B2C products that would be profitable. Therefore, we undertook cost reduction measures and effectively eliminated all marketing of B2C products beginning in March 2021. This elimination of marketing positively impacted profitability starting in the second quarter of 2021 because revenue from B2C products is earned over multiple periods beyond just the period in which the initial marketing is incurred. Following the cessation ofCompany discontinued the introduction of new products in ~~March 2021,~~2021. Therefore, the current B2C revenue stream relates solely to the then existing installed base of products. ~~We expect future~~As a result, the revenue and profits of the B2C business have declined significantly and the Company expects that trend to ~~continue to decline significantly.~~continue.

Recent Accounting Pronouncements

~~Accounting Pronouncements Not Yet Adopted by IAC~~

There are no recently issued accounting pronouncements ~~that have not yet been adopted~~ that are expected to have a material effect on the results of operations, financial condition or cash flows of the Company.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

In the fourth quarter of 2022, the Angi Inc. segment presentation was changed to reflect the following operating segments: (i) Ads and Leads, (ii) Services, (iii) Roofing and (iv) International (consisting of businesses in Europe and Canada). Angi Inc.'s financial information for all prior periods, including the three and nine months ended September 30, 2022 included herein, has been recast to reflect this four operating segment presentation.

NOTE 2—~~BUSINESS COMBINATION~~FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

OnMarketable Securities

At September 30, 2023 and December ~~1, 2021, Dotdash acquired Meredith under~~31, 2022, the ~~terms~~fair value of ~~an agreement (the "Merger Agreement") dated~~marketable securities are as follows:


	September 30, 2023		December 31, 2022
	(In thousands)
Marketable equity securities	$	—	$	4,317
Available-for-sale marketable debt securities	173,717		235,056
Total marketable securities	$	173,717	$	239,373

Marketable equity securities are carried at fair value. At December 31, 2022, the Company had two investments in marketable equity securities, other than the investment in MGM Resorts International ("MGM"), including one investment that was fully impaired in the first quarter of ~~October 6, 2021.~~ 2023 due to the investee declaring bankruptcy and another investment that was sold in the third quarter of 2023, resulting in a net pre-tax gain of $0.1 million. The Company recorded a net unrealized pre-tax loss of $0.3 million during the nine months ended September 30, 2023 and net unrealized pre-tax losses of $14.0 million and $8.3 million during the three and nine months ended September 30, 2022 for these investments, respectively. The realized and unrealized pre-tax gains and losses related to these investments are included in "Other income (expense), net" in the statement of operations.

At September 30, 2023 and December 31, 2022, current available-for-sale marketable debt securities are as follows:


	September 30, 2023								December 31, 2022
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
Treasury discount notes	$	173,697	$	20	$	—	$	173,717	$	234,987	$	75	$	(6)	$	235,056
Total available-for-sale marketable debt securities	$	173,697	$	20	$	—	$	173,717	$	234,987	$	75	$	(6)	$	235,056

The contractual maturities of debt securities classified as current available-for-sale at September 30, 2023 and December 31, 2022 were within one year. There were no investments in available-for-sale marketable debt securities that had been in a continuous unrealized loss position for longer than twelve months at September 30, 2023 and December 31, 2022.

Investment in MGM Resorts International


	September 30, 2023		December 31, 2022
	(In thousands)
Investment in MGM Resorts International	$	2,379,240	$	2,170,182

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

At September 30, 2023, the ~~effective time~~Company owns 64.7 million shares of MGM, including a total of 5.7 million common shares purchased in the first and third quarters of 2022 for $244.3 million. Based on the number of MGM shares outstanding at June 30, 2023, the Company owns 18.3% of MGM. The fair value of the ~~merger,~~investment in MGM is remeasured each ~~outstanding~~reporting period based upon MGM's closing stock price on the New York Stock Exchange on that last trading day in the reporting period and any unrealized pre-tax gains or losses are included in the statement of operations. For the three and nine months ended September 30, 2023, the Company recognized an unrealized pre-tax loss of $463.4 million and an unrealized pre-tax gain of $209.1 million on its investment in MGM, respectively. For the three and nine months ended September 30, 2022, the Company recorded an unrealized pre-tax gain of $42.5 million and an unrealized pre-tax loss of $970.1 million on its investment in MGM, respectively. The cumulative unrealized pre-tax gain at September 30, 2023 is $1.1 billion. A $2.00 increase or decrease in the share price of MGM would result in an unrealized gain or loss, respectively, of $129.4 million. At November 3, 2023, the fair value of the Company's investment in MGM was $2.5 billion.

Long-term Investments

Long-term investments consist of:


	September 30, 2023		December 31, 2022
	(In thousands)
Equity securities without readily determinable fair values	$	426,938	$	323,530
Equity method investment	5,400		2,191
Total long-term investments	$	432,338	$	325,721

In April 2023, the Company purchased additional preferred shares of Turo Inc. ("Turo"), a peer-to-peer car sharing marketplace, for $103.6 million, which is accounted for as an equity security without a readily determinable fair value, as the preferred shares are not common stock equivalents.

Equity Securities without Readily Determinable Fair Values

The following table presents a summary of ~~Meredith (other than certain excluded shares) was converted into~~unrealized pre-tax gains and losses recorded in "Other income (expense), net" in the ~~right to receive $42.18 in cash. Pursuant~~statement of operations as adjustments to the ~~Merger Agreement, Meredith~~carrying value of equity ~~awards were cancelled,~~securities without readily determinable fair values held at September 30, 2023 and in exchange each holder received such holder’s portion of the merger consideration as set forth in the Merger Agreement, less the per share exercise price in the case of stock options. The Company accounted for this acquisition as a business combination under the acquisition method of accounting.2022.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Upward adjustments (gross unrealized pre-tax gains)	$	—	$	8,245	$	2,227	$	8,245
Downward adjustments including impairments (gross unrealized pre-tax losses)	—		—		(373)		(22,376)
Total	$	—	$	8,245	$	1,854	$	(14,131)

The ~~total purchase price was calculated~~cumulative upward and ~~allocated as follows:~~



	~~(In thousands)~~
~~Common stock of Meredith~~	$	~~1,931,376~~
~~Cash payment used to settle a portion of Meredith debt~~	~~625,000~~
~~Cash settlement of all outstanding vested equity awards and deferred compensation~~	~~130,089~~
~~Total purchase price~~	$	~~2,686,465~~

downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at September 30, 2023 were $37.8 million and $104.0 million, respectively.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Realized and unrealized pre-tax losses and gains for the Company's investments without readily determinable fair values for the three and nine months ended September 30, 2023 and 2022 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Realized pre-tax (losses) gains, net, for equity securities sold during the period	$	(109)	$	11,840	$	69	$	12,302
Unrealized pre-tax gains (losses), net, on equity securities held	—		8,245		1,854		(14,131)
Total pre-tax (losses) gains, net recognized	$	(109)	$	20,085	$	1,923	$	(1,829)

All pre-tax losses and gains on equity securities without readily determinable fair values, realized and unrealized, are recognized in "Other income (expense), net" in the statement of operations.

Fair Value Measurements

The ~~table below summarizes~~Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the ~~preliminary estimated~~inputs used in pricing the asset or liability. The three levels of the fair value hierarchy are:

•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 ~~acquired~~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 ~~liabilities assumed at~~require the ~~date of acquisition:~~



	~~(In thousands)~~
~~Cash and cash equivalents~~	$	~~12,436~~
~~Accounts receivable~~	~~369,549~~
~~Other current assets~~	~~96,116~~
~~Leasehold improvements, equipment, buildings, land and capitalized software~~	~~274,026~~
~~Goodwill~~	~~1,468,032~~
~~Intangible assets~~	~~1,213,159~~
~~Other non-current assets~~	~~677,153~~
~~Total assets~~	~~4,110,471~~
~~Customer deposit liability~~	~~(142,206)~~
~~Other current liabilities~~	~~(401,857)~~
~~Deferred income taxes~~	~~(294,715)~~
~~Other non-current liabilities~~	~~(585,228)~~
~~Net assets acquired~~	$	~~2,686,465~~

~~The~~ Company ~~acquired Meredith because it is complementary~~ to ~~Dotdash. The purchase was~~develop its own assumptions, based on the expected future financial performance of Meredith under Dotdash leadership, not on the value of the net identifiable assets at the time of acquisition. This resulted in a significant portion of the purchase price being attributed to goodwill. The purchase price attributed to goodwill is not tax deductible.

~~The preliminary fair values of the identifiable intangible assets acquired at the date of acquisition are as follows:~~

(In thousands) Useful Life
(Years)
Indefinite-lived trade names and trademarks $ 450,150 Indefinite-lived
Advertiser relationships 297,000 5
Licensee relationships 171,000 3-6
Digital content 96,200 2-3
Subscriber relationships 71,109 1-2
Developed technology 66,200 2-3
Trade name and trademarks 61,500 1-5
Total identifiable intangible assets acquired $ 1,213,159

The allocation of the purchase price to certain assets acquired and liabilities assumed is provisional and is subject to review and revision during the measurement period, which the Company expects to extend through the fourth quarter of 2022. In addition, the Company is stillbest information available in the ~~process of identifying acquired~~circumstances, about the assumptions market participants would use in pricing the assets ~~and assumed liabilities, which may also result in an adjustment of the provisional amounts recorded. The subsequent adjustment of the provisional amounts may be material.~~

~~The provisional amounts for assets acquired and liabilities assumed include the fair value of:~~

1.accounts receivable and other receivables, which has been adjusted for an estimated $3.8 million of gross contractual amounts not expected to be collected, may be subject to adjustment for reassessment of collectability as of the date of acquisition, collections and other adjustments subsequent to the acquisition;or liabilities.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2.~~prepaid expenses and other current and noncurrent assets, which will be subject to adjustment based upon~~The following tables present the Company's financial instruments that are measured at fair value on a ~~review of recoverability and consideration of other factors;~~recurring basis:


	September 30, 2023
	Quoted Market Prices for Identical Assets in Active Markets (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	$	796,305	$	—	$	—	$	796,305
Treasury discount notes	—		161,729		—		161,729
Time deposits	—		18,955		—		18,955
Marketable securities:

Treasury discount notes	—		173,717		—		173,717
Investment in MGM	2,379,240		—		—		2,379,240
Other non-current assets:
Warrant	—		—		45,525		45,525
Interest rate swaps(a)	—		8,129		—		8,129
Total	$	3,175,545	$	362,530	$	45,525	$	3,583,600

_____________________

3.(a)~~inventory;~~

4.~~leasehold improvements, equipment, buildings, land and capitalized software, for which the preliminary estimates are subject to revision for:~~

a.~~identification of assets acquired;~~

b.~~finalization of preliminary appraisals; and~~

c.~~determination of useful lives;~~

5.~~ROU assets and lease liabilities, which will be subject to adjustment upon completion of the review of the inputs, including sublease assumptions, for the calculations;~~

6.~~accounts payable and accrued expenses, which will be subject to adjustment based upon subsequent payment and assessment of other factors;~~

7.~~indemnification liabilities, which include pre-acquisition income tax and non-income tax liabilities, will be subject to adjustment for:~~

a.~~the reconciliation of the income tax return~~ Interest rate swaps relate to the ~~income tax provision for Meredith Corporation's fiscal year ended June 30, 2021~~$350 million notional amount of Dotdash Meredith's Term Loan B and are included in "Other non-current assets" in the ~~short period return from July 1, 2021 through the date~~balance sheet. See "Note 1—The Company and Summary of ~~acquisition;~~

b.Significant Accounting Policies~~the assessment of the amounts of liabilities that existed at the date of acquisition based upon ongoing audits;~~

c." and "~~the assessment of applicable tax rates and other factors; and~~

d.Note 3—Long-term Debt~~the identification of other liabilities;~~

8.~~contingencies, the initial estimated recorded liability for which is approximately $60 million, including indemnification liabilities, will be subject to adjustment~~" for additional ~~items that are identified and for additional information obtained that will assist in the determination of liabilities as of the date of acquisition;~~

9.definite and indefinite-lived intangible assets acquired will be subject to adjustment as additional assets are identified, estimates and forecasts are refined and disaggregated, useful lives are finalized, and other factors deemed relevant are considered;

~~10.~~deferred income taxes will be subject to adjustment based upon the completion of the review of the book and tax bases of assets acquired and liabilities assumed, applicable tax rates and the impact of the revisions of estimates for the items described above;

~~11.goodwill will be subject to adjustment for the impact of the revisions of estimates for the items described above; and~~

~~12.the allocation of goodwill to reporting units will be subject to revision based upon the items described above and the finalization of the determination of~~information. The fair value of ~~the reporting units,~~interest rate swaps was determined using discounted cash flows derived from observable market prices, including swap curves, which ~~has not yet been completed.~~are Level 2 inputs.


	December 31, 2022
	Quoted Market Prices for Identical Assets in Active Markets (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	$	862,829	$	—	$	—	$	862,829
Treasury discount notes	—		137,219		—		137,219
Time deposits	—		16,018		—		16,018
Marketable securities:
Marketable equity securities	4,317		—		—		4,317
Treasury discount notes	—		235,056		—		235,056
Investment in MGM	2,170,182		—		—		2,170,182
Other non-current assets:
Warrant	—		—		46,799		46,799
Total	$	3,037,328	$	388,293	$	46,799	$	3,472,420

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~Unaudited pro forma financial information~~

The unaudited pro forma financial information in the table below presents the results of the Company and Meredith as if the Meredith acquisition had occurred on January 1, 2020. 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 this acquisition occurred on January 1, 2020. For the three and nine months ended September 30, 2021, pro forma adjustments include an increase in amortization expense of $38.2 million and $108.7 million, respectively, related to intangible asset adjustments in purchase accounting.

Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021
(In thousands, except per share data)
Revenue $ 1,437,989 $ 4,047,635
Net earnings from continuing operations $ 54,186 $ 618,622
Basic earnings per share from continuing operations $ 0.60 $ 6.98
Diluted earnings per share from continuing operations $ 0.57 $ 6.54
Net earnings attributable to IAC shareholders $ 53,829 $ 619,880
Basic earnings per share attributable to IAC shareholders $ 0.60 $ 6.96
Diluted earnings per share attributable to IAC shareholders $ 0.57 $ 6.51

~~NOTE 3—GOODWILL AND INTANGIBLE ASSETS~~

~~Goodwill and intangible assets, net are as follows:~~

September 30, 2022 December 31, 2021
(In thousands)
Goodwill $ 3,008,244 $ 3,226,610
Intangible assets with definite lives, net of accumulated amortization 588,679 735,743
Intangible assets with indefinite lives 693,824 679,149
Total goodwill and intangible assets, net $ 4,290,747 $ 4,641,502

The following table presents the ~~balance of goodwill by reportable segment, including the~~ changes in the ~~carrying~~Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


	Three Months Ended September 30,
	2023		2022
	Warrant		Warrant
	(In thousands)
Balance at July 1	$	39,068	$	122,145

Total net gains:
Fair value adjustments included in earnings	6,457		8,467

Balance at September 30	$	45,525	$	130,612


	Nine months ended September 30,
	2023		2022
	Warrant			Warrant		Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	46,799		$	109,294	$	(612)

Total net (losses) gains:
Fair value adjustments included in earnings	(1,274)			21,318		612

Balance at September 30	$	45,525		$	130,612	$	—

Warrant

As part of ~~goodwill, for~~ the ~~nine months ended~~Company's original investment in Turo preferred shares, the Company received a warrant that is recorded at fair value each reporting period using a Monte Carlo simulation model with any change included in "Other income (expense), net" in the statement of operations. The warrant is measured using significant unobservable inputs and is classified in the fair value hierarchy table as Level 3. The warrant is included in "Other non-current assets" in the balance sheet.

Contingent Consideration Arrangements

At September 30, ~~2022:~~

Balance at December 31, 2021 Deductions Impairment Foreign
Exchange
Translation Balance at September 30, 2022
(In thousands)
Dotdash Meredith $ 1,567,843 $ (115,994) $ — $ — $ 1,451,849
Angi Inc. 916,375 (816) — (12,089) 903,470
Emerging & Other 742,392 (2,719) (86,748) — 652,925
Total $ 3,226,610 $ (119,529) $ (86,748) $ (12,089) $ 3,008,244

~~Deductions at Dotdash~~2023, the Company has no contingent consideration arrangements outstanding. In connection with the Meredith ~~are primarily due to adjustments to the fair values of certain assets acquired and liabilities assumed related to Meredith, acquired by Dotdash~~acquisition on December 1, 2021, ~~and~~ the ~~sale~~Company assumed a contingent consideration arrangement liability of ~~a business at Dotdash Meredith. Deductions at Angi are~~$0.6 million, which was written off during the first quarter of 2022 due to ~~working capital adjustments~~a change in estimate of the liability related to ~~Total Home Roofing (“Angi Roofing”), acquired~~this arrangement.

Assets measured at fair value on ~~July 1, 2021. Deductions at the Emerging & Other segment~~a nonrecurring basis

The Company's non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, equipment, buildings and leasehold improvements, are ~~due~~adjusted to ~~the sale of a business at Mosaic Group.~~fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

InGoodwill

During the third quarter of 2023 and second quarter of 2022, the Company reassessed the fair value of the Mosaic Group reporting unit (included in the Emerging & Other segment) and recorded ~~an impairment~~goodwill impairments of $9.0 million and $86.7 million, respectively, as a result of the projected reduction in future revenue and profits from the business and lower trading multiples of a selected peer group of companies. The fair value of the Mosaic Group reporting unit was determined using both an income approach based on discounted cash flows ("DCF") and a market approach. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses were based on the most recent forecast for Mosaic Group. For years beyond the forecast period, the Mosaic Group estimates was based, in part, on forecasted growth rates. The discount rate used in the DCF analyses was ~~16.0%~~16% and was intended to reflect the risks inherent in the expected future cash flows of the Mosaic Group reporting unit. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the Mosaic Group reporting unit. To determine a peer group of companies for the Mosaic Group reporting unit, the Company considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective markets. At September 30, ~~2022,~~2023, Mosaic Group has goodwill of ~~$153.6~~$144.6 million and the carrying value of this reporting unit approximates its fair value. Any subsequent declines in the fair value of Mosaic Group will result in additional goodwill impairment charges to the extent the carrying value exceeds the fair value.

~~The aggregate carrying~~

Intangible Asset

During the third quarter of 2023, the Company determined that a projected reduction in future revenue related to a certain indefinite-lived trade name intangible asset in the Dotdash Meredith Digital segment was an indicator of possible impairment. Following the identification of the indicator, the Company updated its calculation of the fair value of ~~goodwill for which~~ the ~~most recent~~indefinite-lived intangible asset and recorded an impairment of $7.6 million. The impairment of indefinite-lived intangible assets is included in “Amortization of intangibles” in the statement of operations. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rate used in the DCF analysis was intended to reflect the risks inherent in the expected future cash flows generated by the intangible asset. The royalty rate used in the DCF analysis was based upon an estimate of the ~~excess of fair~~royalty rate that a market participant would pay to license the Company's trade names and trademarks. The discount rate used to value ~~over carrying value is less than 20% is approximately $644.5 million.~~

~~The following table presents~~ the ~~balance of goodwill by reportable segment, including~~trade name was 16% and the ~~changes in~~royalty rate was 8%. Following the impairment charge, the carrying value of ~~goodwill, for~~this indefinite-lived intangible asset approximates its fair value.

ROU Assets and Related Leasehold Improvements, Furniture and Equipment

During the ~~year ended December 31, 2021:~~

Balance at December 31, 2020 Additions Deductions Foreign
Exchange
Translation Balance at December 31, 2021
(In thousands)
Dotdash Meredith $ — $ 1,567,843 $ — $ — $ 1,567,843
Angi Inc. 892,133 26,822 — (2,580) 916,375
Emerging & Other 767,969 — (25,376) (201) 742,392
Total $ 1,660,102 $ 1,594,665 $ (25,376) $ (2,781) $ 3,226,610

~~Additions relate to the acquisitions~~first quarter of ~~Meredith at~~2023, Dotdash Meredith ~~and Angi Roofing at Angi. Deductions are primarily related to the allocation~~recorded impairment charges of ~~acquired attributes related to the acquisition of Care.com (included in the Emerging & Other segment).~~

The September 30, 2022 and December 31, 2021 goodwill balances reflect accumulated impairment losses of $981.3 million and $198.3 million at Search and Dotdash Meredith, respectively. The September 30, 2022 goodwill balance also reflects an impairment loss of $86.7$70.0 million related to certain unoccupied leased office space due to the continued decline in the commercial real estate market consisting of impairments of $44.7 million and $25.3 million of an ROU asset and related leasehold improvements, furniture and equipment, respectively.

During the third quarter of 2022, Dotdash Meredith recorded impairment charges of $21.3 millionrelated tothe consolidation of certain leased spaces following the Meredith acquisition consisting of impairments of $14.3 million and $7.0 million of an ROU asset and related leasehold improvements, furniture and equipment, respectively. See "Note 6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-In-Control Payments" for additional information.

The impairment charges related to ROU assets are included in "General and administrative expense" and the impairment ~~at Mosaic Group reporting unit (included~~charges related to leasehold improvements, furniture and equipment are included in "Depreciation" in the ~~Emerging & Other segment). As~~statement of operations. The impairment charges represent the amount by which the carrying value of the asset group exceeded its estimated fair value, calculated using a ~~result~~DCF approach using sublease market assumptions of ~~impairments recorded in 2020,~~ the ~~Search reportable segment has no goodwill.~~expected cash flows and discount rate. The impairment charges were allocated between the ROU assets and related leasehold improvements, furniture and equipment of the asset group based on their relative carrying values.

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Financial instruments measured at fair value only for disclosure purposes

The total fair value of the outstanding long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs, and was approximately $1.9 billion and $1.7 billion at September 30, 2023 and December 31, 2022, respectively.

NOTE 3—LONG-TERM DEBT

Long-term debt consists of:


	September 30, 2023		December 31, 2022
	(In thousands)
Dotdash Meredith Debt
Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026	$	319,375	$	332,500
Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028	1,228,125		1,237,500
Total Dotdash Meredith long-term debt	1,547,500		1,570,000
Less: current portion of Dotdash Meredith long-term debt	30,000		30,000
Less: original issue discount	4,680		5,310
Less: unamortized debt issuance costs	8,868		10,215
Total Dotdash Meredith long-term debt, net	1,503,952		1,524,475

ANGI Group Debt
3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15	500,000		500,000


Less: unamortized debt issuance costs	4,147		4,716
Total ANGI Group long-term debt, net	495,853		495,284

Total long-term debt, net	$	1,999,805	$	2,019,759

Dotdash Meredith Term Loans and Dotdash Meredith Revolving Facility

On December 1, 2021, Dotdash Meredith entered into a credit agreement ("Dotdash Meredith Credit Agreement"), which provides for (i) the five-year $350 million Dotdash Meredith Term Loan A, (ii) the seven-year $1.25 billion Dotdash Meredith Term Loan B (and together with the Dotdash Meredith Term Loan A, the "Dotdash Meredith Term Loans") and (iii) a five-year $150 million revolving credit facility ("Dotdash Meredith Revolving Facility"). The Dotdash Meredith Term Loan A bears interest at an adjusted term secured overnight financing rate ("Adjusted Term SOFR") as defined in the Dotdash Meredith Credit Agreement plus an applicable margin depending on Dotdash Meredith's most recently reported consolidated net leverage ratio, as defined in the Dotdash Meredith Credit Agreement. The adjustment to the secured overnight financing rate is fixed at 0.10% for the Dotdash Meredith Term Loan A. The Dotdash Meredith Term Loan B has a varying adjustment of 0.10%, 0.15% or 0.25% based upon the duration of the borrowing period. At September 30, 2023 and December 31, 2022, the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus 2.25%, or 7.60% and 5.91%, respectively, and the Dotdash Meredith Term Loan B bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 4.00%, or 9.43% and 8.22%, respectively. Interest payments are due at least quarterly through the terms of the Dotdash Meredith Term Loans.

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The interest rate swaps are expected to be highly effective. See "Note 4—Accumulated Other Comprehensive (Loss) Income" for the net unrealized gains recognized in "Accumulated other comprehensive loss" and realized gains reclassified into “Interest expense” for the three and nine months ended September 30, 2023. At September 30, 2023, approximately $5.1 million is expected to be reclassified into interest expense within the next twelve months as realized gains. The related asset of $8.1 million is included in “Other non-current assets” in the balance sheet at September 30, 2023.

The Dotdash Meredith Term Loan A requires quarterly principal payments of approximately $4.4 million through December 31, 2024, $8.8 million through December 31, 2025 and approximately $13.1 million thereafter through maturity. The Dotdash Meredith Term Loan B requires quarterly payments of $3.1 million through maturity. The Dotdash Meredith Term Loan B may require additional annual principal payments as part of an excess cash flow sweep provision, the amount of which, in part, is governed by the applicable net leverage ratio. No such payment was required related to the period ended December 31, 2022.

There were no outstanding borrowings under the Dotdash Meredith Revolving Facility at September 30, 2023 and December 31, 2022. The annual commitment fee on undrawn funds is based on Dotdash Meredith's consolidated net leverage ratio, as defined in the Dotdash Meredith Credit Agreement, most recently reported and was 40 basis points at both September 30, 2023 and December 31, 2022. Any borrowings under the Dotdash Meredith Revolving Facility would bear interest, at Dotdash Meredith's option, at either a base rate or Adjusted Term SOFR, plus an applicable margin, which is based on Dotdash Meredith's consolidated net leverage ratio.

As of the last day of any calendar quarter, if either (i) $1.00 or more of loans under the Dotdash Meredith Revolving Facility or Dotdash Meredith Term Loan A are outstanding, or (ii) the outstanding face amount of undrawn letters of credit, other than cash collateralized letters of credit at 102% of face value, exceeds $25 million, subject to certain increases for qualifying material acquisitions, then Dotdash Meredith will not permit the consolidated net leverage ratio, which permits netting of up to $250 million in cash and cash equivalents, as of the last day of such quarter to exceed 5.5 to 1.0. The Dotdash Meredith Credit Agreement also contains covenants that would limit Dotdash Meredith’s ability to pay dividends, incur incremental secured indebtedness, or make distributions or certain investments in the event a default has occurred or if Dotdash Meredith’s consolidated net leverage ratio exceeds 4.0 to 1.0, subject to certain available amounts as defined in the Dotdash Meredith Credit Agreement. This ratio was exceeded for both test periods ended September 30, 2023 and December 31, 2022. The Dotdash Meredith Credit Agreement also permits the Company to, among other things, contribute cash to Dotdash Meredith, which will provide additional liquidity to ensure that Dotdash Meredith does not exceed certain consolidated net leverage ratios for any test period, as further defined in the Dotdash Meredith Credit Agreement. In connection with these capital contributions, Dotdash Meredith may make distributions to IAC in amounts not more than any such capital contributions, provided that no default has occurred and is continuing. Such capital contributions and subsequent distributions impact the consolidated net leverage ratios of Dotdash Meredith. In the three and nine months ended September 30, 2023, the Company contributed $125.0 million and $405.0 million, respectively, to Dotdash Meredith, which Dotdash Meredith subsequently distributed back to the Company $125.0 million in October 2023 and $130.0 million and $280.0 million in the three and nine months ended September 30, 2023, respectively.

The obligations under the Dotdash Meredith Credit Agreement are guaranteed by certain of Dotdash Meredith's wholly-owned subsidiaries and are secured by substantially all of the assets of Dotdash Meredith and certain of its subsidiaries.

ANGI Group Debt

ANGI Group, LLC ("ANGI Group"), a direct wholly-owned subsidiary of Angi Inc., issued the ANGI Group Senior Notes on August 20, 2020. These notes may be redeemed at the redemption prices, plus accrued and unpaid interest thereon, if any, as set forth in the indenture governing the notes.

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The indenture governing the ANGI Group Senior Notes contains a covenant that would limit ANGI Group’s ability to incur liens for borrowed money in the event a default has occurred or ANGI Group’s secured leverage ratio exceeds 3.75 to 1.0 provided that ANGI Group is permitted to incur such liens under certain permitted credit facilities indebtedness notwithstanding the ratio, all as defined in the indenture. At September 30, 2023, there were no limitations pursuant thereto.

NOTE 4—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive loss, net of income tax.


	Three months ended September 30,
	2023								2022
	Foreign Currency Translation Adjustment		Unrealized Gains On Available-For-Sale Marketable Debt Securities		Unrealized Gains On Interest Rate Swaps		Accumulated Other Comprehensive (Loss) Income		Foreign Currency Translation Adjustment
	(In thousands)
Balance at July 1	$	(10,272)	$	16	$	3,352	$	(6,904)	$	(12,852)
Other comprehensive (loss) income before reclassifications	(2,530)		—		4,140		1,610		(17,112)
Amounts reclassified to earnings	—		—		(1,285)		(1,285)		—
Net current period other comprehensive (loss) income	(2,530)		—		2,855		325		(17,112)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period	—		—		—		—		4
Balance at September 30	$	(12,802)	$	16	$	6,207	$	(6,579)	$	(29,960)


	Nine months ended September 30,
	2023								2022
	Foreign Currency Translation Adjustment		Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities		Unrealized Gains On Interest Rate Swaps		Accumulated Other Comprehensive (Loss) Income		Foreign Currency Translation Adjustment
	(In thousands)
Balance at January 1	$	(13,186)	$	53	$	—	$	(13,133)	$	4,397
Other comprehensive income (loss) before reclassifications	382		(37)		8,512		8,857		(34,362)
Amounts reclassified to earnings	—		—		(2,305)		(2,305)		—
Net current period other comprehensive income (loss)	382		(37)		6,207		6,552		(34,362)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period	2		—		—		2		5
Balance at September 30	$	(12,802)	$	16	$	6,207	$	(6,579)	$	(29,960)

At September 30, 2023, there were deferred income tax provisions of $1.9 million and less than $0.1 million related to unrealized gains on interest rate swaps and net unrealized gains on available-for-sale marketable debt securities, respectively. At September 30, 2022, ~~and December 31, 2021, intangible assets with definite lives are as follows:~~

September 30, 2022
Gross
Carrying
Amount Accumulated
Amortization Net Weighted-Average
Useful Life
(In thousands) (Years)
Advertiser relationships $ 297,000 $ (67,907) $ 229,093 5.0
Technology 198,429 (159,347) 39,082 3.5
Licensee relationships 171,000 (34,817) 136,183 4.9
Content 106,639 (50,834) 55,805 2.9
Trade names 101,594 (30,404) 71,190 5.5
Service professional relationships 97,143 (96,828) 315 3.0
Customer lists and user base 68,371 (39,526) 28,845 6.4
Subscriber relationships 56,300 (28,134) 28,166 2.0
Total $ 1,096,476 $ (507,797) $ 588,679 4.3

December 31, 2021
Gross
Carrying
Amount Accumulated
Amortization Net Weighted-Average
Useful Life
(In thousands) (Years)
Advertiser relationships $ 334,000 $ (6,386) $ 327,614 5.2
Technology 133,318 (106,415) 26,903 4.2
Licensee relationships 150,000 (2,923) 147,077 4.9
Content 10,439 (10,439) — 3.4
Trade names 145,598 (18,224) 127,374 5.1
Service professional relationships 98,789 (97,877) 912 3.0
Customer lists and user base 68,730 (32,606) 36,124 6.4
Subscriber relationships 73,700 (3,961) 69,739 2.0
Total $ 1,014,574 $ (278,831) $ 735,743 4.6

~~At September 30, 2022, amortization of intangible assets with definite lives is estimated to be as follows:~~

(In thousands)
Remainder of 2022 $ 66,898
2023 207,069
2024 133,941
2025 84,295
2026 68,864
Thereafter 27,612
Total $ 588,679
there was no income tax benefit or provision on the accumulated other comprehensive income.

1820

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 4—5—SEGMENT INFORMATION

The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with the chief operating decision maker's view of the businesses. In addition, we consider 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, such as the Search segment, which principally relate to the similarity of their economic characteristics, or, in the case of Emerging & Other, do not meet the quantitative thresholds that require presentation as separate reportable segments.

The following table presents revenue by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Revenue
Dotdash Meredith
Digital	$	212,050	$	220,749	$	608,819	$	671,424
Print	211,259		251,471		625,046		801,756
Intersegment eliminations(a)	(5,852)		(5,135)		(14,828)		(16,100)
Total Dotdash Meredith	417,457		467,085		1,219,037		1,457,080
Angi Inc.
Domestic:
Ads and Leads	291,993		345,529		877,986		982,137
Services	29,964		105,892		91,890		290,574
Roofing	21,400		25,993		84,254		105,330
Domestic intersegment eliminations(b)	(794)		(2,825)		(3,257)		(6,452)
Total Domestic	342,563		474,589		1,050,873		1,371,589
International	29,274		23,447		88,439		78,388
Total Angi Inc.	371,837		498,036		1,139,312		1,449,977
Search	166,068		156,719		495,579		578,287
Emerging & Other	158,425		180,820		460,359		508,903
Intersegment eliminations	(2,446)		(1,759)		(7,086)		(5,420)
Total	$	1,111,341	$	1,300,901	$	3,307,201	$	3,988,827

The following table presents the revenue of the Company's segments disaggregated by type of service:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Dotdash Meredith
Digital:
Advertising revenue	$	131,204	$	148,309	$	375,268	$	442,950
Performance marketing revenue	56,436		46,089		160,001		144,127
Licensing and other revenue	24,410		26,351		73,550		84,347
Total digital revenue	212,050		220,749		608,819		671,424
Print:
Subscription revenue	86,195		96,048		247,864		334,311
Advertising revenue	53,064		64,446		158,401		208,399

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Project and other revenue	32,538		39,419		96,213		114,698
Newsstand revenue	29,679		37,180		89,099		104,015
Performance marketing revenue	9,783		14,378		33,469		40,333
Total print revenue	211,259		251,471		625,046		801,756
Intersegment eliminations(a)	(5,852)		(5,135)		(14,828)		(16,100)
Total Dotdash Meredith revenue	$	417,457	$	467,085	$	1,219,037	$	1,457,080

(a) Intersegment eliminations primarily related to Digital performance marketing commissions earned for the placement of magazine subscriptions for Print.

Angi Inc.
Domestic:
Ads and Leads:
Consumer connection revenue	$	203,579	$	262,934	$	625,527	$	738,177
Advertising revenue	75,074		67,165		212,302		196,256
Membership subscription revenue	13,167		14,795		39,597		46,586
Other revenue	173		635		560		1,118
Total Ads and Leads revenue	291,993		345,529		877,986		982,137
Services revenue	29,964		105,892		91,890		290,574
Roofing revenue	21,400		25,993		84,254		105,330
Domestic intersegment eliminations(b)	(794)		(2,825)		(3,257)		(6,452)
Total Domestic revenue	342,563		474,589		1,050,873		1,371,589
International:
Consumer connection revenue	23,144		15,567		71,260		54,311
Service professional membership subscription revenue	6,023		7,597		16,834		23,211
Advertising and other revenue	107		283		345		866
Total International revenue	29,274		23,447		88,439		78,388
Total Angi Inc. revenue	$	371,837	$	498,036	$	1,139,312	$	1,449,977

(b) Intersegment eliminations related to Ads and Leads revenue earned from sales to Roofing.

Search
Advertising revenue:
Google advertising revenue	$	151,993	$	119,576	$	459,012	$	394,074
Non-Google advertising revenue	13,505		36,087		34,575		180,164
Total advertising revenue	165,498		155,663		493,587		574,238
Other revenue	570		1,056		1,992		4,049
Total Search revenue	$	166,068	$	156,719	$	495,579	$	578,287

Emerging & Other
Subscription revenue	$	86,703	$	91,405	$	259,022	$	278,722
Marketplace revenue	63,566		73,739		172,233		202,473
Media production and distribution revenue	4,007		8,954		14,732		9,558
Advertising revenue:
Non-Google advertising revenue	3,066		4,102		9,423		11,765
Google advertising revenue	163		535		698		1,659

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Total advertising revenue	3,229		4,637		10,121		13,424
Service and other revenue	920		2,085		4,251		4,726
Total Emerging & Other revenue	$	158,425	$	180,820	$	460,359	$	508,903

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,
	2023		2022		2023		2022
	(In thousands)
Revenue:
United States	$	992,771	$	1,209,748	$	2,958,876	$	3,684,184
All other countries	118,570		91,153		348,325		304,643
Total	$	1,111,341	$	1,300,901	$	3,307,201	$	3,988,827


	September 30, 2023		December 31, 2022
	(In thousands)
Long-lived assets (excluding goodwill, intangible assets and ROU assets):
United States	$	473,136	$	502,977
All other countries	5,124		7,637
Total	$	478,260	$	510,614

The following tables present operating income (loss) and Adjusted EBITDA by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Operating income (loss):
Dotdash Meredith
Digital(c)	$	1,467	$	(104,445)	$	(10,361)	$	(95,217)
Print	2,003		27,325		(4,697)		(31,109)
Other(d)(e)	(7,043)		(18,378)		(117,569)		(52,924)
Total Dotdash Meredith(f)	(3,573)		(95,498)		(132,627)		(179,250)
Angi Inc.
Ads and Leads	8,115		22,754		26,386		61,532
Services	(3,887)		(10,780)		(21,514)		(57,581)
Roofing	(2,246)		(8,545)		(3,137)		(18,484)
Other(d)	(14,854)		(15,542)		(46,361)		(46,655)
International	2,764		1,055		7,365		(4,713)
Total Angi Inc.	(10,108)		(11,058)		(37,261)		(65,901)
Search	12,011		19,085		36,742		70,461
Emerging & Other	2,852		(1,577)		17,650		(114,402)
Corporate	(33,919)		(35,632)		(108,310)		(110,542)
Total	$	(32,737)	$	(124,680)	$	(223,806)	$	(399,634)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

_____________________

(c) Includes an impairment charge of $7.6 million related to the reassessed fair value of a certain indefinite-lived intangible asset for the three and nine months ended September 30, 2023. See "Note 2—Financial Instruments and Fair Value Measurements" for additional information on the impairment charge.

(d) Other comprises unallocated corporate expenses.

(e) Includes impairment charges of $70.0 million related to unoccupied leased office space and write-off of certain leasehold improvements and furniture and equipment of $4.2 million for the nine months ended September 30, 2023, of which $29.6 million is included in "Depreciation" in the statement of operations. See "Note 2—Financial Instruments and Fair Value Measurements" for additional information on the impairment charges.

(f) Dotdash Meredith incurred restructuring charges of $24.7 million and $60.8 million and transaction-related expenses of $0.8 million and $6.0 million in connection with the acquisition of Meredith in the three and nine months ended September 30, 2022, respectively. The restructuring charges for both the three and nine months ended September 30, 2022 include $7.0 million of impairment charges included in "Depreciation" in the statement of operations. See "Note 6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-In-Control Payments" for additional information.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Adjusted EBITDA(g):
Dotdash Meredith(i)
Digital	$	51,830	$	22,602	$	127,067	$	108,718
Print	$	19,267	$	23,097	$	48,011	$	18,882
Other(d)(h)	$	(2,834)	$	(14,506)	$	(75,840)	$	(48,706)
Angi Inc.
Ads and Leads	$	32,198	$	43,344	$	100,204	$	119,833
Services	$	3,534	$	(1,942)	$	3,066	$	(34,422)
Roofing	$	(1,983)	$	(7,871)	$	(2,456)	$	(15,987)
Other(d)	$	(11,933)	$	(12,550)	$	(37,396)	$	(38,102)
International	$	4,046	$	1,901	$	11,237	$	(1,920)
Search	$	12,033	$	19,111	$	36,806	$	70,528
Emerging & Other	$	14,970	$	2,425	$	36,057	$	(13,719)
Corporate	$	(20,754)	$	(20,830)	$	(67,073)	$	(65,240)

_____________________

(g) The Company's primary financial measure and GAAP segment 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.

(h) Includes impairment charges of $44.7 million related to unoccupied leased office space for the nine months ended September 30, 2023. See "Note 2—Financial Instruments and Fair Value Measurements" for additional information.

(i) Dotdash Meredith incurred restructuring charges of $17.7 million and $53.8 million and transaction-related expenses of $0.8 million and $6.0 million related to the acquisition of Meredith in the three and nine months ended September 30, 2022, respectively. See "Note 6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-In-Control Payments" for additional information.

The following tables reconcile operating income (loss) for the Company's reportable segments and net loss attributable to IAC shareholders to Adjusted EBITDA:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30, 2023
	Operating Income (Loss)		Stock-based Compensation Expense		Depreciation		Amortization of Intangibles(c)		Goodwill Impairment		Adjusted EBITDA(g)
	(In thousands)
Dotdash Meredith
Digital	$	1,467	$	2,247	$	5,169	$	42,947	$	—	$	51,830
Print	2,003		$	417	$	3,097	$	13,750	$	—	$	19,267
Other(d)	(7,043)		$	3,747	$	462	$	—	$	—	$	(2,834)
Angi Inc.
Ads and Leads	8,115		$	6,082	$	15,368	$	2,633	$	—	$	32,198
Services	(3,887)		$	1,096	$	6,325	$	—	$	—	$	3,534
Roofing	(2,246)		$	160	$	103	$	—	$	—	$	(1,983)
Other(d)	(14,854)		$	2,921	$	—	$	—	$	—	$	(11,933)
International	2,764		$	482	$	800	$	—	$	—	$	4,046
Search	12,011		$	—	$	22	$	—	$	—	$	12,033
Emerging & Other	2,852		$	436	$	639	$	2,043	$	9,000	$	14,970
Corporate(j)	(33,919)		$	11,374	$	1,791	$	—	$	—	$	(20,754)
Total	(32,737)
Interest expense	(40,157)
Unrealized loss on investment in MGM Resorts International	(463,421)
Other income, net	25,455
Loss before income taxes	(510,860)
Income tax benefit	118,838
Net loss	(392,022)
Net loss attributable to noncontrolling interests	1,484
Net loss attributable to IAC shareholders	$	(390,538)

_____________________

(j) Includes stock-based compensation expense for stock-based awards granted to employees of Corporate, Search and all Emerging & Other businesses other than Vivian Health.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30, 2022
	Operating (Loss) Income(f)		Stock-based Compensation Expense		Depreciation(f)(k)		Amortization of Intangibles(k)		Adjusted EBITDA(g)(i)
	(In thousands)
Dotdash Meredith
Digital	$	(104,445)	$	5,814	$	5,312	$	115,921	$	22,602
Print	27,325		$	391	$	(2,154)	$	(2,465)	$	23,097
Other(d)	(18,378)		$	53	$	3,819	$	—	$	(14,506)
Angi Inc.
Ads and Leads	22,754		$	4,979	$	12,948	$	2,663	$	43,344
Services	(10,780)		$	4,015	$	3,848	$	975	$	(1,942)
Roofing	(8,545)		$	195	$	312	$	167	$	(7,871)
Other(d)	(15,542)		$	2,992	$	—	$	—	$	(12,550)
International	1,055		$	195	$	651	$	—	$	1,901
Search	19,085		$	—	$	26	$	—	$	19,111
Emerging & Other	(1,577)		$	175	$	311	$	3,516	$	2,425
Corporate(j)	(35,632)		$	12,308	$	2,494	$	—	$	(20,830)
Total	(124,680)
Interest expense	(29,433)
Unrealized gain on investment in MGM Resorts International	42,523
Other income, net	19,678
Loss before income taxes	(91,912)
Income tax benefit	26,065
Net loss	(65,847)
Net loss attributable to noncontrolling interests	2,024
Net loss attributable to IAC shareholders	$	(63,823)

_____________________

(k) Depreciation and amortization of intangibles for the three months ended September 30, 2022 reflect, in part, cumulative adjustments made to the fair value of leasehold improvements, equipment, buildings, capitalized software and intangible assets acquired in the Meredith acquisition.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Nine Months Ended September 30, 2023
	Operating (Loss) Income(e)		Stock-based Compensation Expense		Depreciation(e)		Amortization of Intangibles(c)		Goodwill Impairment		Adjusted EBITDA(g)(h)
	(In thousands)
Dotdash Meredith
Digital	$	(10,361)	$	6,034	$	17,745	$	113,649	$	—	$	127,067
Print	(4,697)		$	939	$	9,587	$	42,182	$	—	$	48,011
Other(d)	(117,569)		$	10,099	$	31,630	$	—	$	—	$	(75,840)
Angi Inc.
Ads and Leads	26,386		$	16,880	$	48,980	$	7,958	$	—	$	100,204
Services	(21,514)		$	6,497	$	18,083	$	—	$	—	$	3,066
Roofing	(3,137)		$	158	$	523	$	—	$	—	$	(2,456)
Other(d)	(46,361)		$	8,965	$	—	$	—	$	—	$	(37,396)
International	7,365		$	1,248	$	2,624	$	—	$	—	$	11,237
Search	36,742		$	—	$	64	$	—	$	—	$	36,806
Emerging & Other	17,650		$	1,143	$	1,891	$	6,373	$	9,000	$	36,057
Corporate(j)	(108,310)		$	36,133	$	5,104	$	—	$	—	$	(67,073)
Total	(223,806)
Interest expense	(117,406)
Unrealized gain on investment in MGM Resorts International	209,057
Other income, net	60,189
Loss before income taxes	(71,966)
Income tax benefit	3,633
Net loss	(68,333)
Net loss attributable to noncontrolling interests	6,525
Net loss attributable to IAC shareholders	$	(61,808)

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Nine Months Ended September 30, 2022
	Operating (Loss) Income(f)		Stock-based Compensation Expense		Depreciation(f)		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments		Goodwill Impairment		Adjusted EBITDA(g)(i)
	(In thousands)
Dotdash Meredith
Digital	$	(95,217)	$	14,889	$	21,004	$	168,654	$	(612)	$	—	$	108,718
Print	(31,109)		$	659	$	8,010	$	41,322	$	—	$	—	$	18,882
Other(d)	(52,924)		$	92	$	4,126	$	—	$	—	$	—	$	(48,706)
Angi Inc.
Ads and Leads	61,532		$	15,303	$	35,010	$	7,988	$	—	$	—	$	119,833
Services	(57,581)		$	13,068	$	7,166	$	2,925	$	—	$	—	$	(34,422)
Roofing	(18,484)		$	1,410	$	587	$	500	$	—	$	—	$	(15,987)
Other(d)	(46,655)		$	8,553	$	—	$	—	$	—	$	—	$	(38,102)
International	(4,713)		$	444	$	2,349	$	—	$	—	$	—	$	(1,920)
Search	70,461		$	—	$	67	$	—	$	—	$	—	$	70,528
Emerging & Other	(114,402)		$	283	$	993	$	12,659	$	—	$	86,748	$	(13,719)
Corporate(j)	(110,542)		$	37,759	$	7,543	$	—	$	—	$	—	$	(65,240)
Total	(399,634)
Interest expense	(74,862)
Unrealized loss on investment in MGM Resorts International	(970,112)
Other expense, net	(63,048)
Loss before income taxes	(1,507,656)
Income tax benefit	325,517
Net loss	(1,182,139)
Net loss attributable to noncontrolling interests	13,388
Net loss attributable to IAC shareholders	$	(1,168,751)

NOTE 6—DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS

~~Restructuring Charges~~Marketable Securities

InAt September 30, 2023 and December 31, 2022, the ~~first quarter~~fair value of marketable securities are as follows:


	September 30, 2023		December 31, 2022
	(In thousands)
Marketable equity securities	$	—	$	4,317
Available-for-sale marketable debt securities	173,717		235,056
Total marketable securities	$	173,717	$	239,373

Marketable equity securities are carried at fair value. At December 31, 2022, ~~Dotdash Meredith announced its plans to discontinue certain print publications and~~ the ~~shutdown of PeopleTV to focus~~Company had two investments in marketable equity securities, other than the ~~portfolio and further enable investments toward digital growth. The discontinued print publications consist of~~ ~~Entertainment Weekly~~investment in MGM Resorts International ("MGM"), ~~InStyle~~, ~~EatingWell~~, ~~Health~~, ~~Parents, and~~ ~~People en Español, with the April 2022 issues as the final print editions, and~~ ~~Martha Stewart Living, with the May 2022 issue as the final print edition. Dotdash Meredith also announced a voluntary retirement program~~including one investment that was fully impaired in the first quarter of 2023 due to the investee declaring bankruptcy and another investment that was sold in the third quarter of 2023, resulting in a net pre-tax gain of $0.1 million. The Company recorded a net unrealized pre-tax loss of $0.3 million during the nine months ended September 30, 2023 and net unrealized pre-tax losses of $14.0 million and $8.3 million during the three and nine months ended September 30, 2022 for these investments, respectively. The realized and unrealized pre-tax gains and losses related to ~~its employees who met certain age~~these investments are included in "Other income (expense), net" in the statement of operations.

At September 30, 2023 and ~~service requirements. In addition, actions~~December 31, 2022, current available-for-sale marketable debt securities are as follows:


	September 30, 2023								December 31, 2022
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
Treasury discount notes	$	173,697	$	20	$	—	$	173,717	$	234,987	$	75	$	(6)	$	235,056
Total available-for-sale marketable debt securities	$	173,697	$	20	$	—	$	173,717	$	234,987	$	75	$	(6)	$	235,056

The contractual maturities of debt securities classified as current available-for-sale at September 30, 2023 and December 31, 2022 were ~~taken to improve efficiencies following the Meredith acquisition, including vacating leased office space.~~within one year. There were no investments in available-for-sale marketable debt securities that had been in a continuous unrealized loss position for longer than twelve months at September 30, 2023 and December 31, 2022.

Investment in MGM Resorts International


	September 30, 2023		December 31, 2022
	(In thousands)
Investment in MGM Resorts International	$	2,379,240	$	2,170,182

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

At September 30, 2023, the Company owns 64.7 million shares of MGM, including a total of 5.7 million common shares purchased in the first and third quarters of 2022 for $244.3 million. Based on the number of MGM shares outstanding at June 30, 2023, the Company owns 18.3% of MGM. The fair value of the investment in MGM is remeasured each reporting period based upon MGM's closing stock price on the New York Stock Exchange on that last trading day in the reporting period and any unrealized pre-tax gains or losses are included in the statement of operations. For the three and nine months ended September 30, 2023, the Company recognized an unrealized pre-tax loss of $463.4 million and an unrealized pre-tax gain of $209.1 million on its investment in MGM, respectively. For the three and nine months ended September 30, 2022, the ~~Company incurred $24.7~~Company recorded an unrealized pre-tax gain of $42.5 million and ~~$60.8~~an unrealized pre-tax loss of $970.1 million on its investment in MGM, respectively. The cumulative unrealized pre-tax gain at September 30, 2023 is $1.1 billion. A $2.00 increase or decrease in the share price of MGM would result in an unrealized gain or loss, respectively, of ~~related restructuring charges, including $3.4~~$129.4 million. At November 3, 2023, the fair value of the Company's investment in MGM was $2.5 billion.

Long-term Investments

Long-term investments consist of:


	September 30, 2023		December 31, 2022
	(In thousands)
Equity securities without readily determinable fair values	$	426,938	$	323,530
Equity method investment	5,400		2,191
Total long-term investments	$	432,338	$	325,721

Equity Securities without Readily Determinable Fair Values

The following table presents a summary of unrealized pre-tax gains and losses recorded in "Other income (expense), net" in the statement of operations as adjustments to the carrying value of equity securities without readily determinable fair values held at September 30, 2023 and 2022.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Upward adjustments (gross unrealized pre-tax gains)	$	—	$	8,245	$	2,227	$	8,245
Downward adjustments including impairments (gross unrealized pre-tax losses)	—		—		(373)		(22,376)
Total	$	—	$	8,245	$	1,854	$	(14,131)

The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at September 30, 2023 were $37.8 million and ~~$36.5~~$104.0 million, rrespectively.

~~espectively,~~Table of ~~severance~~Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Realized and ~~related costs. The restructuring charges~~unrealized pre-tax losses and gains for ~~both~~the Company's investments without readily determinable fair values for the three and nine months ended September 30, 2023 and 2022 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Realized pre-tax (losses) gains, net, for equity securities sold during the period	$	(109)	$	11,840	$	69	$	12,302
Unrealized pre-tax gains (losses), net, on equity securities held	—		8,245		1,854		(14,131)
Total pre-tax (losses) gains, net recognized	$	(109)	$	20,085	$	1,923	$	(1,829)

All pre-tax losses and gains on equity securities without readily determinable fair values, realized and unrealized, are recognized in "Other income (expense), net" in the statement of operations.

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:

•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.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:


	September 30, 2023
	Quoted Market Prices for Identical Assets in Active Markets (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	$	796,305	$	—	$	—	$	796,305
Treasury discount notes	—		161,729		—		161,729
Time deposits	—		18,955		—		18,955
Marketable securities:

Treasury discount notes	—		173,717		—		173,717
Investment in MGM	2,379,240		—		—		2,379,240
Other non-current assets:
Warrant	—		—		45,525		45,525
Interest rate swaps(a)	—		8,129		—		8,129
Total	$	3,175,545	$	362,530	$	45,525	$	3,583,600

_____________________

(a) Interest rate swaps relate to the $350 million notional amount of Dotdash Meredith's Term Loan B and are included in "Other non-current assets" in the balance sheet. See "Note 1—The Company and Summary of Significant Accounting Policies" and "Note 3—Long-term Debt" for additional information. The fair value of interest rate swaps was determined using discounted cash flows derived from observable market prices, including swap curves, which are Level 2 inputs.


	December 31, 2022
	Quoted Market Prices for Identical Assets in Active Markets (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	$	862,829	$	—	$	—	$	862,829
Treasury discount notes	—		137,219		—		137,219
Time deposits	—		16,018		—		16,018
Marketable securities:
Marketable equity securities	4,317		—		—		4,317
Treasury discount notes	—		235,056		—		235,056
Investment in MGM	2,170,182		—		—		2,170,182
Other non-current assets:
Warrant	—		—		46,799		46,799
Total	$	3,037,328	$	388,293	$	46,799	$	3,472,420

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


	Three Months Ended September 30,
	2023		2022
	Warrant		Warrant
	(In thousands)
Balance at July 1	$	39,068	$	122,145

Total net gains:
Fair value adjustments included in earnings	6,457		8,467

Balance at September 30	$	45,525	$	130,612


	Nine months ended September 30,
	2023		2022
	Warrant			Warrant		Contingent Consideration Arrangements
	(In thousands)
Balance at January 1	$	46,799		$	109,294	$	(612)

Total net (losses) gains:
Fair value adjustments included in earnings	(1,274)			21,318		612

Balance at September 30	$	45,525		$	130,612	$	—

Warrant

As part of the Company's original investment in Turo preferred shares, the Company received a warrant that is recorded at fair value each reporting period using a Monte Carlo simulation model with any change included in "Other income (expense), net" in the statement of operations. The warrant is measured using significant unobservable inputs and is classified in the fair value hierarchy table as Level 3. The warrant is included in "Other non-current assets" in the balance sheet.

Contingent Consideration Arrangements

At September 30, 2023, the Company has no contingent consideration arrangements outstanding. In connection with the Meredith acquisition on December 1, 2021, the Company assumed a contingent consideration arrangement liability of $0.6 million, which was written off during the first quarter of 2022 due to a change in estimate of the liability related to this arrangement.

Assets measured at fair value on a nonrecurring basis

The Company's non-financial assets, such as goodwill, intangible assets, ROU assets, capitalized software, equipment, buildings and leasehold improvements, are adjusted to fair value only when an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Goodwill

During the third quarter of 2023 and second quarter of 2022, the Company reassessed the fair value of the Mosaic Group reporting unit (included in the Emerging & Other segment) and recorded goodwill impairments of $9.0 million and $86.7 million, respectively, as a result of the projected reduction in future revenue and profits from the business and lower trading multiples of a selected peer group of companies. The fair value of the Mosaic Group reporting unit was determined using both an income approach based on discounted cash flows ("DCF") and a market approach. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses were based on the most recent forecast for Mosaic Group. For years beyond the forecast period, the Mosaic Group estimates was based, in part, on forecasted growth rates. The discount rate used in the DCF analyses was 16% and was intended to reflect the risks inherent in the expected future cash flows of the Mosaic Group reporting unit. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the Mosaic Group reporting unit. To determine a peer group of companies for the Mosaic Group reporting unit, the Company considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective markets. At September 30, 2023, Mosaic Group has goodwill of $144.6 million and the carrying value of this reporting unit approximates its fair value. Any subsequent declines in the fair value of Mosaic Group will result in additional goodwill impairment charges to the extent the carrying value exceeds the fair value.

Intangible Asset

During the third quarter of 2023, the Company determined that a projected reduction in future revenue related to a certain indefinite-lived trade name intangible asset in the Dotdash Meredith Digital segment was an indicator of possible impairment. Following the identification of the indicator, the Company updated its calculation of the fair value of the indefinite-lived intangible asset and recorded an impairment of $7.6 million. The impairment of indefinite-lived intangible assets is included in “Amortization of intangibles” in the statement of operations. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rate used in the DCF analysis was intended to reflect the risks inherent in the expected future cash flows generated by the intangible asset. The royalty rate used in the DCF analysis was based upon an estimate of the royalty rate that a market participant would pay to license the Company's trade names and trademarks. The discount rate used to value the trade name was 16% and the royalty rate was 8%. Following the impairment charge, the carrying value of this indefinite-lived intangible asset approximates its fair value.

ROU Assets and Related Leasehold Improvements, Furniture and Equipment

During the first quarter of 2023, Dotdash Meredith recorded impairment charges of $70.0 million related to certain unoccupied leased office space due to the continued decline in the commercial real estate market consisting of impairments of $44.7 million and $25.3 million of an ROU asset and related leasehold improvements, furniture and equipment, respectively.

During the third quarter of 2022, Dotdash Meredith recorded impairment charges of $21.3 million ~~of impairment charges~~ related tothe consolidation of certain leased spaces following the Meredith ~~acquisition;~~acquisition consisting of impairments of $14.3 million and $7.0 million of an ROU asset and related leasehold improvements, furniture and equipment, respectively. See "Note 6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-In-Control Payments" for additional information.

The impairment charges related to ~~the impairment of a~~ ROU ~~asset, which is~~assets are included in "General and administrative ~~expense,"~~expense" and ~~$7.0 million~~the impairment charges related to ~~the impairment of~~ leasehold improvements, ~~and~~ furniture and equipment ~~which is~~are included in "Depreciation" in the statement of operations.

~~A summary~~ The impairment charges represent the amount by which the carrying value of the ~~costs incurred, payments made~~asset group exceeded its estimated fair value, calculated using a DCF approach using sublease market assumptions of the expected cash flows and discount rate. The impairment charges were allocated between the ROU assets and related ~~accruals~~leasehold improvements, furniture and equipment of the asset group based on their relative carrying values.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Financial instruments measured at fair value only for disclosure purposes

NOTE 3—LONG-TERM DEBT

Long-term debt consists of:


	September 30, 2023		December 31, 2022
	(In thousands)
Dotdash Meredith Debt
Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026	$	319,375	$	332,500
Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028	1,228,125		1,237,500
Total Dotdash Meredith long-term debt	1,547,500		1,570,000
Less: current portion of Dotdash Meredith long-term debt	30,000		30,000
Less: original issue discount	4,680		5,310
Less: unamortized debt issuance costs	8,868		10,215
Total Dotdash Meredith long-term debt, net	1,503,952		1,524,475

ANGI Group Debt
3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15	500,000		500,000


Less: unamortized debt issuance costs	4,147		4,716
Total ANGI Group long-term debt, net	495,853		495,284

Total long-term debt, net	$	1,999,805	$	2,019,759

Dotdash Meredith Term Loans and Dotdash Meredith Revolving Facility

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The interest rate swaps are expected to be highly effective. See "Note 4—Accumulated Other Comprehensive (Loss) Income" for the net unrealized gains recognized in "Accumulated other comprehensive loss" and realized gains reclassified into “Interest expense” for the three and nine months ended September 30, ~~2022~~2023. At September 30, 2023, approximately $5.1 million is ~~presented below:~~

September 30, 2022
Digital Print
Other (a)
Total
(In thousands)
Restructuring charge accruals
Charges incurred $ 29,090 $ 26,051 $ 5,696 $ 60,837
Payments (5,888) (16,865) (2,038) (24,791)
Non-cash (b)
(21,309) (425) — (21,734)
Restructuring accruals as of September 30, 2022 $ 1,893 $ 8,761 $ 3,658 $ 14,312

~~_____________________~~

~~(a)~~ ~~Other comprises unallocated corporate expenses, which are corporate overhead expenses not attributable~~expected to be reclassified into interest expense within the ~~Digital or Print segments.~~next twelve months as realized gains. The related asset of $8.1 million is included in “Other non-current assets” in the balance sheet at September 30, 2023.

~~(b)~~
~~Includes $21.3~~

The Dotdash Meredith Term Loan A requires quarterly principal payments of approximately $4.4 million ~~impairment~~through December 31, 2024, $8.8 million through December 31, 2025 and approximately $13.1 million thereafter through maturity. The Dotdash Meredith Term Loan B requires quarterly payments of ~~ROU assets, leasehold improvements and furniture and equipment~~ ~~and~~ ~~$0.4~~$3.1 million through maturity. The Dotdash Meredith Term Loan B may require additional annual principal payments as part of an excess cash flow sweep provision, the amount of which, in part, is governed by the applicable net leverage ratio. No such payment was required related to the ~~write-off~~period ended December 31, 2022.

As of ~~inventory.~~the last day of any calendar quarter, if either (i) $1.00 or more of loans under the Dotdash Meredith Revolving Facility or Dotdash Meredith Term Loan A are outstanding, or (ii) the outstanding face amount of undrawn letters of credit, other than cash collateralized letters of credit at 102% of face value, exceeds $25 million, subject to certain increases for qualifying material acquisitions, then Dotdash Meredith will not permit the consolidated net leverage ratio, which permits netting of up to $250 million in cash and cash equivalents, as of the last day of such quarter to exceed 5.5 to 1.0. The Dotdash Meredith Credit Agreement also contains covenants that would limit Dotdash Meredith’s ability to pay dividends, incur incremental secured indebtedness, or make distributions or certain investments in the event a default has occurred or if Dotdash Meredith’s consolidated net leverage ratio exceeds 4.0 to 1.0, subject to certain available amounts as defined in the Dotdash Meredith Credit Agreement. This ratio was exceeded for both test periods ended September 30, 2023 and December 31, 2022. The Dotdash Meredith Credit Agreement also permits the Company to, among other things, contribute cash to Dotdash Meredith, which will provide additional liquidity to ensure that Dotdash Meredith does not exceed certain consolidated net leverage ratios for any test period, as further defined in the Dotdash Meredith Credit Agreement. In connection with these capital contributions, Dotdash Meredith may make distributions to IAC in amounts not more than any such capital contributions, provided that no default has occurred and is continuing. Such capital contributions and subsequent distributions impact the consolidated net leverage ratios of Dotdash Meredith. In the three and nine months ended September 30, 2023, the Company contributed $125.0 million and $405.0 million, respectively, to Dotdash Meredith, which Dotdash Meredith subsequently distributed back to the Company $125.0 million in October 2023 and $130.0 million and $280.0 million in the three and nine months ended September 30, 2023, respectively.

The ~~costs~~obligations under the Dotdash Meredith Credit Agreement are ~~allocated~~guaranteed by certain of Dotdash Meredith's wholly-owned subsidiaries and are secured by substantially all of the assets of Dotdash Meredith and certain of its subsidiaries.

ANGI Group Debt

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
(In thousands)
Cost of revenue $ 1,320 $ 17,921
Selling and marketing expense 636 10,251
General and administrative expense 15,702 24,560
Product development expense 84 1,099
Depreciation 7,006 7,006
Total $ 24,748 $ 60,837
indenture governing the notes.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 4—ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the components of accumulated other comprehensive loss, net of income tax.


	Three months ended September 30,
	2023								2022
	Foreign Currency Translation Adjustment		Unrealized Gains On Available-For-Sale Marketable Debt Securities		Unrealized Gains On Interest Rate Swaps		Accumulated Other Comprehensive (Loss) Income		Foreign Currency Translation Adjustment
	(In thousands)
Balance at July 1	$	(10,272)	$	16	$	3,352	$	(6,904)	$	(12,852)
Other comprehensive (loss) income before reclassifications	(2,530)		—		4,140		1,610		(17,112)
Amounts reclassified to earnings	—		—		(1,285)		(1,285)		—
Net current period other comprehensive (loss) income	(2,530)		—		2,855		325		(17,112)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period	—		—		—		—		4
Balance at September 30	$	(12,802)	$	16	$	6,207	$	(6,579)	$	(29,960)


	Nine months ended September 30,
	2023								2022
	Foreign Currency Translation Adjustment		Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities		Unrealized Gains On Interest Rate Swaps		Accumulated Other Comprehensive (Loss) Income		Foreign Currency Translation Adjustment
	(In thousands)
Balance at January 1	$	(13,186)	$	53	$	—	$	(13,133)	$	4,397
Other comprehensive income (loss) before reclassifications	382		(37)		8,512		8,857		(34,362)
Amounts reclassified to earnings	—		—		(2,305)		(2,305)		—
Net current period other comprehensive income (loss)	382		(37)		6,207		6,552		(34,362)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period	2		—		—		2		5
Balance at September 30	$	(12,802)	$	16	$	6,207	$	(6,579)	$	(29,960)

~~Dotdash Meredith~~At September 30, 2023, there were deferred income tax provisions of $1.9 million ~~anticipates~~and less than $0.1 million related to unrealized gains on interest rate swaps and net unrealized gains on available-for-sale marketable debt securities, respectively. At September 30, 2022, there was no income tax benefit or provision on the ~~estimated remaining costs associated~~accumulated other comprehensive income.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 5—SEGMENT INFORMATION

The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with the ~~2022 restructuring events will be approximately $1.0 million and will be paid by December 31, 2023 from existing cash on hand. A summary~~chief operating decision maker's view of the ~~remaining costs~~businesses. In addition, we consider 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, such as the Search segment, which principally relate to the similarity of their economic characteristics, or, in the case of Emerging & Other, do not meet the quantitative thresholds that require presentation as separate reportable segments.

The following table presents revenue by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Revenue
Dotdash Meredith
Digital	$	212,050	$	220,749	$	608,819	$	671,424
Print	211,259		251,471		625,046		801,756
Intersegment eliminations(a)	(5,852)		(5,135)		(14,828)		(16,100)
Total Dotdash Meredith	417,457		467,085		1,219,037		1,457,080
Angi Inc.
Domestic:
Ads and Leads	291,993		345,529		877,986		982,137
Services	29,964		105,892		91,890		290,574
Roofing	21,400		25,993		84,254		105,330
Domestic intersegment eliminations(b)	(794)		(2,825)		(3,257)		(6,452)
Total Domestic	342,563		474,589		1,050,873		1,371,589
International	29,274		23,447		88,439		78,388
Total Angi Inc.	371,837		498,036		1,139,312		1,449,977
Search	166,068		156,719		495,579		578,287
Emerging & Other	158,425		180,820		460,359		508,903
Intersegment eliminations	(2,446)		(1,759)		(7,086)		(5,420)
Total	$	1,111,341	$	1,300,901	$	3,307,201	$	3,988,827

The following table presents the revenue of the Company's segments disaggregated by type of service:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Dotdash Meredith
Digital:
Advertising revenue	$	131,204	$	148,309	$	375,268	$	442,950
Performance marketing revenue	56,436		46,089		160,001		144,127
Licensing and other revenue	24,410		26,351		73,550		84,347
Total digital revenue	212,050		220,749		608,819		671,424
Print:
Subscription revenue	86,195		96,048		247,864		334,311
Advertising revenue	53,064		64,446		158,401		208,399

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Project and other revenue	32,538		39,419		96,213		114,698
Newsstand revenue	29,679		37,180		89,099		104,015
Performance marketing revenue	9,783		14,378		33,469		40,333
Total print revenue	211,259		251,471		625,046		801,756
Intersegment eliminations(a)	(5,852)		(5,135)		(14,828)		(16,100)
Total Dotdash Meredith revenue	$	417,457	$	467,085	$	1,219,037	$	1,457,080

(a) Intersegment eliminations primarily related to Digital performance marketing commissions earned for the placement of magazine subscriptions for Print.

Angi Inc.
Domestic:
Ads and Leads:
Consumer connection revenue	$	203,579	$	262,934	$	625,527	$	738,177
Advertising revenue	75,074		67,165		212,302		196,256
Membership subscription revenue	13,167		14,795		39,597		46,586
Other revenue	173		635		560		1,118
Total Ads and Leads revenue	291,993		345,529		877,986		982,137
Services revenue	29,964		105,892		91,890		290,574
Roofing revenue	21,400		25,993		84,254		105,330
Domestic intersegment eliminations(b)	(794)		(2,825)		(3,257)		(6,452)
Total Domestic revenue	342,563		474,589		1,050,873		1,371,589
International:
Consumer connection revenue	23,144		15,567		71,260		54,311
Service professional membership subscription revenue	6,023		7,597		16,834		23,211
Advertising and other revenue	107		283		345		866
Total International revenue	29,274		23,447		88,439		78,388
Total Angi Inc. revenue	$	371,837	$	498,036	$	1,139,312	$	1,449,977

(b) Intersegment eliminations related to Ads and Leads revenue earned from sales to Roofing.

Search
Advertising revenue:
Google advertising revenue	$	151,993	$	119,576	$	459,012	$	394,074
Non-Google advertising revenue	13,505		36,087		34,575		180,164
Total advertising revenue	165,498		155,663		493,587		574,238
Other revenue	570		1,056		1,992		4,049
Total Search revenue	$	166,068	$	156,719	$	495,579	$	578,287

Emerging & Other
Subscription revenue	$	86,703	$	91,405	$	259,022	$	278,722
Marketplace revenue	63,566		73,739		172,233		202,473
Media production and distribution revenue	4,007		8,954		14,732		9,558
Advertising revenue:
Non-Google advertising revenue	3,066		4,102		9,423		11,765
Google advertising revenue	163		535		698		1,659

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Total advertising revenue	3,229		4,637		10,121		13,424
Service and other revenue	920		2,085		4,251		4,726
Total Emerging & Other revenue	$	158,425	$	180,820	$	460,359	$	508,903

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,
	2023		2022		2023		2022
	(In thousands)
Revenue:
United States	$	992,771	$	1,209,748	$	2,958,876	$	3,684,184
All other countries	118,570		91,153		348,325		304,643
Total	$	1,111,341	$	1,300,901	$	3,307,201	$	3,988,827


	September 30, 2023		December 31, 2022
	(In thousands)
Long-lived assets (excluding goodwill, intangible assets and ROU assets):
United States	$	473,136	$	502,977
All other countries	5,124		7,637
Total	$	478,260	$	510,614

The following tables present operating income (loss) and Adjusted EBITDA by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Operating income (loss):
Dotdash Meredith
Digital(c)	$	1,467	$	(104,445)	$	(10,361)	$	(95,217)
Print	2,003		27,325		(4,697)		(31,109)
Other(d)(e)	(7,043)		(18,378)		(117,569)		(52,924)
Total Dotdash Meredith(f)	(3,573)		(95,498)		(132,627)		(179,250)
Angi Inc.
Ads and Leads	8,115		22,754		26,386		61,532
Services	(3,887)		(10,780)		(21,514)		(57,581)
Roofing	(2,246)		(8,545)		(3,137)		(18,484)
Other(d)	(14,854)		(15,542)		(46,361)		(46,655)
International	2,764		1,055		7,365		(4,713)
Total Angi Inc.	(10,108)		(11,058)		(37,261)		(65,901)
Search	12,011		19,085		36,742		70,461
Emerging & Other	2,852		(1,577)		17,650		(114,402)
Corporate	(33,919)		(35,632)		(108,310)		(110,542)
Total	$	(32,737)	$	(124,680)	$	(223,806)	$	(399,634)

Table of Contents

As of September 30, 2022
Digital Print
Other (a)
Total
(In thousands)
Remaining estimated restructuring costs $ 64 $ 352 $ 551 $ 967
IAC INC. AND SUBSIDIARIES

~~Transaction-Related Expenses~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

_____________________

~~For~~(c) Includes an impairment charge of $7.6 million related to the reassessed fair value of a certain indefinite-lived intangible asset for the three and nine months ended September 30, 2023. See "Note 2—Financial Instruments and Fair Value Measurements" for additional information on the impairment charge.

(d) Other comprises unallocated corporate expenses.

(f) Dotdash Meredith incurred restructuring charges of $24.7 million and $60.8 million and transaction-related expenses of $0.8 million and $6.0 million in connection with the acquisition of Meredith in the three and nine months ended September 30, 2022, respectively. The restructuring charges for both the three and nine months ended September 30, 2022 include $7.0 million of impairment charges included in "Depreciation" in the statement of operations. See "Note 6—Dotdash Meredith ~~incu~~Restructuring Charges, Transaction-Related Expenses and Change-In-Control Payments~~rred~~" for additional information.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Adjusted EBITDA(g):
Dotdash Meredith(i)
Digital	$	51,830	$	22,602	$	127,067	$	108,718
Print	$	19,267	$	23,097	$	48,011	$	18,882
Other(d)(h)	$	(2,834)	$	(14,506)	$	(75,840)	$	(48,706)
Angi Inc.
Ads and Leads	$	32,198	$	43,344	$	100,204	$	119,833
Services	$	3,534	$	(1,942)	$	3,066	$	(34,422)
Roofing	$	(1,983)	$	(7,871)	$	(2,456)	$	(15,987)
Other(d)	$	(11,933)	$	(12,550)	$	(37,396)	$	(38,102)
International	$	4,046	$	1,901	$	11,237	$	(1,920)
Search	$	12,033	$	19,111	$	36,806	$	70,528
Emerging & Other	$	14,970	$	2,425	$	36,057	$	(13,719)
Corporate	$	(20,754)	$	(20,830)	$	(67,073)	$	(65,240)

_____________________

(i) Dotdash Meredith incurred restructuring charges of $17.7 million and $53.8 million and transaction-related expenses of $0.8 million and $6.0 million ~~respectively, of transaction-related expenses~~ related to the acquisition of ~~Meredith.~~Meredith in the three and nine months ended September 30, 2022, respectively. See "

~~Change-in-Control Payments~~

~~In December 2021,~~ Note 6—Dotdash Meredith ~~recorded $60.1 million~~Restructuring Charges, Transaction-Related Expenses and Change-In-Control Payments" for additional information.

The following tables reconcile operating income (loss) for the Company's reportable segments and net loss attributable to IAC shareholders to Adjusted EBITDA:

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30, 2023
	Operating Income (Loss)		Stock-based Compensation Expense		Depreciation		Amortization of Intangibles(c)		Goodwill Impairment		Adjusted EBITDA(g)
	(In thousands)
Dotdash Meredith
Digital	$	1,467	$	2,247	$	5,169	$	42,947	$	—	$	51,830
Print	2,003		$	417	$	3,097	$	13,750	$	—	$	19,267
Other(d)	(7,043)		$	3,747	$	462	$	—	$	—	$	(2,834)
Angi Inc.
Ads and Leads	8,115		$	6,082	$	15,368	$	2,633	$	—	$	32,198
Services	(3,887)		$	1,096	$	6,325	$	—	$	—	$	3,534
Roofing	(2,246)		$	160	$	103	$	—	$	—	$	(1,983)
Other(d)	(14,854)		$	2,921	$	—	$	—	$	—	$	(11,933)
International	2,764		$	482	$	800	$	—	$	—	$	4,046
Search	12,011		$	—	$	22	$	—	$	—	$	12,033
Emerging & Other	2,852		$	436	$	639	$	2,043	$	9,000	$	14,970
Corporate(j)	(33,919)		$	11,374	$	1,791	$	—	$	—	$	(20,754)
Total	(32,737)
Interest expense	(40,157)
Unrealized loss on investment in MGM Resorts International	(463,421)
Other income, net	25,455
Loss before income taxes	(510,860)
Income tax benefit	118,838
Net loss	(392,022)
Net loss attributable to noncontrolling interests	1,484
Net loss attributable to IAC shareholders	$	(390,538)

_____________________

(j) Includes stock-based compensation expense for stock-based awards granted to employees of Corporate, Search and all Emerging & Other businesses other than Vivian Health.

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30, 2022
	Operating (Loss) Income(f)		Stock-based Compensation Expense		Depreciation(f)(k)		Amortization of Intangibles(k)		Adjusted EBITDA(g)(i)
	(In thousands)
Dotdash Meredith
Digital	$	(104,445)	$	5,814	$	5,312	$	115,921	$	22,602
Print	27,325		$	391	$	(2,154)	$	(2,465)	$	23,097
Other(d)	(18,378)		$	53	$	3,819	$	—	$	(14,506)
Angi Inc.
Ads and Leads	22,754		$	4,979	$	12,948	$	2,663	$	43,344
Services	(10,780)		$	4,015	$	3,848	$	975	$	(1,942)
Roofing	(8,545)		$	195	$	312	$	167	$	(7,871)
Other(d)	(15,542)		$	2,992	$	—	$	—	$	(12,550)
International	1,055		$	195	$	651	$	—	$	1,901
Search	19,085		$	—	$	26	$	—	$	19,111
Emerging & Other	(1,577)		$	175	$	311	$	3,516	$	2,425
Corporate(j)	(35,632)		$	12,308	$	2,494	$	—	$	(20,830)
Total	(124,680)
Interest expense	(29,433)
Unrealized gain on investment in MGM Resorts International	42,523
Other income, net	19,678
Loss before income taxes	(91,912)
Income tax benefit	26,065
Net loss	(65,847)
Net loss attributable to noncontrolling interests	2,024
Net loss attributable to IAC shareholders	$	(63,823)

_____________________

(k) Depreciation and amortization of intangibles for the three months ended September 30, 2022 reflect, in ~~change-in-control payments, which were triggered by~~part, cumulative adjustments made to the ~~acquisition~~fair value of leasehold improvements, equipment, buildings, capitalized software and intangible assets acquired in the ~~terms~~Meredith acquisition.

Table of ~~certain form~~Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Nine Months Ended September 30, 2023
	Operating (Loss) Income(e)		Stock-based Compensation Expense		Depreciation(e)		Amortization of Intangibles(c)		Goodwill Impairment		Adjusted EBITDA(g)(h)
	(In thousands)
Dotdash Meredith
Digital	$	(10,361)	$	6,034	$	17,745	$	113,649	$	—	$	127,067
Print	(4,697)		$	939	$	9,587	$	42,182	$	—	$	48,011
Other(d)	(117,569)		$	10,099	$	31,630	$	—	$	—	$	(75,840)
Angi Inc.
Ads and Leads	26,386		$	16,880	$	48,980	$	7,958	$	—	$	100,204
Services	(21,514)		$	6,497	$	18,083	$	—	$	—	$	3,066
Roofing	(3,137)		$	158	$	523	$	—	$	—	$	(2,456)
Other(d)	(46,361)		$	8,965	$	—	$	—	$	—	$	(37,396)
International	7,365		$	1,248	$	2,624	$	—	$	—	$	11,237
Search	36,742		$	—	$	64	$	—	$	—	$	36,806
Emerging & Other	17,650		$	1,143	$	1,891	$	6,373	$	9,000	$	36,057
Corporate(j)	(108,310)		$	36,133	$	5,104	$	—	$	—	$	(67,073)
Total	(223,806)
Interest expense	(117,406)
Unrealized gain on investment in MGM Resorts International	209,057
Other income, net	60,189
Loss before income taxes	(71,966)
Income tax benefit	3,633
Net loss	(68,333)
Net loss attributable to noncontrolling interests	6,525
Net loss attributable to IAC shareholders	$	(61,808)

~~er executives’ contracts. On July 1, 2022, Dotdash Meredith made $83.1 million in~~ Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~change-in-control payments, which included amounts accrued in December 2021, as well as amounts previously accrued that became payable following the change in control.~~


	Nine Months Ended September 30, 2022
	Operating (Loss) Income(f)		Stock-based Compensation Expense		Depreciation(f)		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments		Goodwill Impairment		Adjusted EBITDA(g)(i)
	(In thousands)
Dotdash Meredith
Digital	$	(95,217)	$	14,889	$	21,004	$	168,654	$	(612)	$	—	$	108,718
Print	(31,109)		$	659	$	8,010	$	41,322	$	—	$	—	$	18,882
Other(d)	(52,924)		$	92	$	4,126	$	—	$	—	$	—	$	(48,706)
Angi Inc.
Ads and Leads	61,532		$	15,303	$	35,010	$	7,988	$	—	$	—	$	119,833
Services	(57,581)		$	13,068	$	7,166	$	2,925	$	—	$	—	$	(34,422)
Roofing	(18,484)		$	1,410	$	587	$	500	$	—	$	—	$	(15,987)
Other(d)	(46,655)		$	8,553	$	—	$	—	$	—	$	—	$	(38,102)
International	(4,713)		$	444	$	2,349	$	—	$	—	$	—	$	(1,920)
Search	70,461		$	—	$	67	$	—	$	—	$	—	$	70,528
Emerging & Other	(114,402)		$	283	$	993	$	12,659	$	—	$	86,748	$	(13,719)
Corporate(j)	(110,542)		$	37,759	$	7,543	$	—	$	—	$	—	$	(65,240)
Total	(399,634)
Interest expense	(74,862)
Unrealized loss on investment in MGM Resorts International	(970,112)
Other expense, net	(63,048)
Loss before income taxes	(1,507,656)
Income tax benefit	325,517
Net loss	(1,182,139)
Net loss attributable to noncontrolling interests	13,388
Net loss attributable to IAC shareholders	$	(1,168,751)

~~On October 3, 2022, Dotdash Meredith made the final $4.3 million in change-in-control payments.~~

NOTE ~~5—FINANCIAL INSTRUMENTS~~6—DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND ~~FAIR VALUE MEASUREMENTS~~CHANGE-IN-CONTROL PAYMENTS

Marketable Securities

At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the fair value of marketable securities are as follows:


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
		(In thousands)					(In thousands)
Marketable equity securities	Marketable equity securities	$	16,343	$	19,788	Marketable equity securities	$	—	$	4,317

Available-for-sale marketable debt securities						Available-for-sale marketable debt securities	173,717		235,056
Total marketable securities	Total marketable securities	$	16,343	$	19,788	Total marketable securities	$	173,717	$	239,373

~~The~~Marketable equity securities are carried at fair value. At December 31, 2022, the Company ~~has~~had two investments in marketable equity securities, other than the investment in MGM Resorts International ("MGM"), ~~at September 30, 2022, which are both carried at fair value following~~including one investment that was fully impaired in the ~~investees' initial public offerings ("IPO"), which took place~~first quarter of 2023 due to the investee declaring bankruptcy and another investment that was sold in the third quarter of ~~2021 and the first quarter~~2023, resulting in a net pre-tax gain of ~~2022, respectively. Prior to the respective IPOs, these investments were accounted for as equity securities without readily determinable fair values.~~$0.1 million. The Company recorded a net unrealized pre-tax loss of $0.3 million during the nine months ended September 30, 2023 and net unrealized pre-tax losses of $14.0 million and $8.3 million during the three and nine months ended September 30, 2022 for these investments, ~~respectively,~~respectively. The realized and an unrealized pre-tax ~~gain of~~ ~~$25.8 million in both the three~~gains and nine months ended September 30, 2021 for the investment that went public in the third quarter of 2021. For the three and nine months ended September 30, 2021, the Company recorded a realized loss of $3.5 million and a realized gain of $7.2 million related to another marketable equity security that was sold in the third quarter of 2021. The net unrealized and realized pre-tax losses ~~and gains~~ related to these investments are included in "Other income (expense), net" in the statement of operations.

At September 30, 2023 and December 31, 2022, current available-for-sale marketable debt securities are as follows:


	September 30, 2023								December 31, 2022
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
Treasury discount notes	$	173,697	$	20	$	—	$	173,717	$	234,987	$	75	$	(6)	$	235,056
Total available-for-sale marketable debt securities	$	173,697	$	20	$	—	$	173,717	$	234,987	$	75	$	(6)	$	235,056

Investment in MGM Resorts International

September 30, 2022 December 31, 2021
(In thousands)
Investment in MGM Resorts International $ 1,923,585 $ 2,649,442


	September 30, 2023		December 31, 2022
	(In thousands)
Investment in MGM Resorts International	$	2,379,240	$	2,170,182

2012

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

InAt September 30, 2023, the Company owns 64.7 million shares of MGM, including a total of 5.7 million common shares purchased in the first and third quarters of 2022 ~~the Company purchased a total of 5.7 million additional shares of MGM~~ for $244.3 million. ~~Following these purchases,~~Based on the number of MGM shares outstanding at June 30, 2023, the Company owns ~~approximately 64.7 million shares, representing a 16.9% ownership interest in MGM as~~18.3% of ~~October 31, 2022.~~ MGM. The fair value of the investment in MGM is remeasured each reporting period based upon MGM's closing stock price on the New York Stock Exchange on ~~the~~that last trading day in the reporting period and any unrealized pre-tax gains or losses are included in the statement of operations. ~~The~~For the three and nine months ended September 30, 2023, the Company recognized an unrealized pre-tax loss of $463.4 million and an unrealized pre-tax gain of $209.1 million on its investment in MGM, respectively. For the three and nine months ended September 30, 2022, the Company recorded an unrealized pre-tax gain of $42.5 million and an unrealized pre-tax loss of $970.1 million ~~for the three and nine months ended September 30, 2022~~ on its investment in MGM, respectively. ~~For the three and nine months ended~~The cumulative unrealized pre-tax gain at September 30, ~~2021,~~2023 is $1.1 billion. A $2.00 increase or decrease in the ~~Company recorded~~share price of MGM would result in an unrealized ~~pre-tax gains on its~~gain or loss, respectively, of $129.4 million. At November 3, 2023, the fair value of the Company's investment in MGM ~~of $29.5 million and $687.2 million, respectively. The cumulative unrealized net pre-tax gain through September 30, 2022 is $659.7 million.~~was $2.5 billion.

Long-term Investments

Long-term investments consist of:


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
		(In thousands)					(In thousands)
Equity securities without readily determinable fair values	Equity securities without readily determinable fair values	$	307,047	$	324,649	Equity securities without readily determinable fair values	$	426,938	$	323,530
Equity method investment	Equity method investment	4,244		3,189		Equity method investment	5,400		2,191
Total long-term investments	Total long-term investments	$	311,291	$	327,838	Total long-term investments	$	432,338	$	325,721

Equity Securities without Readily Determinable Fair Values


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Upward adjustments (gross unrealized pre-tax gains)	Upward adjustments (gross unrealized pre-tax gains)	$	8,245	$	7,616	$	8,245	$	8,992	Upward adjustments (gross unrealized pre-tax gains)	$	—	$	8,245	$	2,227	$	8,245
Downward adjustments including impairments (gross unrealized pre-tax losses)	Downward adjustments including impairments (gross unrealized pre-tax losses)	—		(100)		(22,376)		(100)		Downward adjustments including impairments (gross unrealized pre-tax losses)	—		—		(373)		(22,376)
Total	Total	$	8,245	$	7,516	$	(14,131)	$	8,892	Total	$	—	$	8,245	$	1,854	$	(14,131)

The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at September 30, ~~2022~~2023 were ~~$36.9~~$37.8 million and ~~$61.0~~$104.0 million, respectively.

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Realized and unrealized pre-tax ~~gains~~losses and ~~losses~~gains for the Company's investments without readily determinable fair values for the three and nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 are as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Realized pre-tax gains, net, for equity securities $ 11,840 $ 3,022 $ 12,302 $ 3,103
Unrealized pre-tax gains (losses), net, on equity securities held 8,245 7,516 (14,131) 8,892
Total pre-tax gains (losses), net recognized $ 20,085 $ 10,538 $ (1,829) $ 11,995


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Realized pre-tax (losses) gains, net, for equity securities sold during the period	$	(109)	$	11,840	$	69	$	12,302
Unrealized pre-tax gains (losses), net, on equity securities held	—		8,245		1,854		(14,131)
Total pre-tax (losses) gains, net recognized	$	(109)	$	20,085	$	1,923	$	(1,829)

All pre-tax ~~gains~~losses and ~~losses~~gains on equity securities without readily determinable fair values, realized and unrealized, are recognized in "Other income (expense), net" in the statement of operations.

~~Table of Contents~~

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~Equity Method Investment~~

The Company owns common shares of Turo Inc. ("Turo"), a peer-to-peer car sharing marketplace. This investment is accounted for under the equity method of accounting given the Company's ownership interest at September 30, 2022 of approximately 26.7% on a fully diluted basis in the form of preferred shares, which are not common stock equivalents. The Company accounts for the equity losses for this investment on a one quarter lag. These equity losses were immaterial.

Fair Value Measurements

•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.

~~The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:~~

September 30, 2022
Quoted Market
Prices for
Identical Assets in Active
Markets
(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 $ 1,224,922 $ — $ — $ 1,224,922
Time deposits — 11,039 — 11,039
Marketable equity securities 16,343 — — 16,343
Investment in MGM 1,923,585 — — 1,923,585
Other non-current assets:
Warrant — — 130,612 130,612
Total $ 3,164,850 $ 11,039 $ 130,612 $ 3,306,501

2214

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

December 31, 2021
Quoted Market
Prices for
Identical Assets in Active Markets
(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 $ 1,660,921 $ — $ — $ 1,660,921
Time deposits — 6,057 — 6,057
Marketable equity security 19,788 — — 19,788
Investment in MGM 2,649,442 — — 2,649,442
Other non-current assets:
Warrant — — 109,294 109,294
Total $ 4,330,151 $ 6,057 $ 109,294 $ 4,445,502
Liabilities:
Contingent consideration arrangements $ (612) $ (612)

The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:


	September 30, 2023
	Quoted Market Prices for Identical Assets in Active Markets (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	$	796,305	$	—	$	—	$	796,305
Treasury discount notes	—		161,729		—		161,729
Time deposits	—		18,955		—		18,955
Marketable securities:

Treasury discount notes	—		173,717		—		173,717
Investment in MGM	2,379,240		—		—		2,379,240
Other non-current assets:
Warrant	—		—		45,525		45,525
Interest rate swaps(a)	—		8,129		—		8,129
Total	$	3,175,545	$	362,530	$	45,525	$	3,583,600

_____________________


	December 31, 2022
	Quoted Market Prices for Identical Assets in Active Markets (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	$	862,829	$	—	$	—	$	862,829
Treasury discount notes	—		137,219		—		137,219
Time deposits	—		16,018		—		16,018
Marketable securities:
Marketable equity securities	4,317		—		—		4,317
Treasury discount notes	—		235,056		—		235,056
Investment in MGM	2,170,182		—		—		2,170,182
Other non-current assets:
Warrant	—		—		46,799		46,799
Total	$	3,037,328	$	388,293	$	46,799	$	3,472,420

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table presents the changes in the Company's financial instruments that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):


		Three Months Ended September 30,					Three Months Ended September 30,
		2022		2021			2023						2022
		Warrant			Warrant			Contingent Consideration Arrangements			Warrant			Warrant
		(In thousands)					(In thousands)
Balance at July 1	Balance at July 1	$	122,145		$	60,532		$	—	Balance at July 1	$	39,068		$	122,145

Total net gains (losses):
Total net gains:										Total net gains:
Fair value adjustments included in earnings	Fair value adjustments included in earnings	8,467			47,075			(15,000)		Fair value adjustments included in earnings	6,457			8,467

Balance at September 30	Balance at September 30	$	130,612		$	107,607		$	(15,000)	Balance at September 30	$	45,525		$	130,612


		Nine Months Ended September 30,									Nine months ended September 30,
		2022				2021					2023		2022
		Warrant		Contingent Consideration Arrangements		Warrant		Contingent Consideration Arrangements			Warrant			Warrant		Contingent Consideration Arrangements
		(In thousands)									(In thousands)
Balance at January 1	Balance at January 1	$	109,294	$	(612)	$	5,276	$	—	Balance at January 1	$	46,799		$	109,294	$	(612)

Total net gains (losses):
Total net (losses) gains:										Total net (losses) gains:
Fair value adjustments included in earnings	Fair value adjustments included in earnings	21,318		612		102,331		(15,000)		Fair value adjustments included in earnings	(1,274)			21,318		612

Balance at September 30	Balance at September 30	$	130,612	$	—	$	107,607	$	(15,000)	Balance at September 30	$	45,525		$	130,612	$	—

Warrant

~~Table of Contents~~

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Contingent Consideration Arrangements

At September 30, ~~2022,~~2023, the Company has ~~two outstanding~~no contingent consideration arrangements ~~related to business combinations. The maximum contingent payments related to these arrangements is $7.0 million, however, as of September 30, 2022~~outstanding. In connection with the ~~Company does not expect to make any further payments~~Meredith acquisition on ~~these arrangements. At September 30,~~December 1, 2021, the Company ~~had one outstanding~~assumed a contingent consideration arrangement ~~related to a business combination. During~~liability of $0.6 million, which was written off during the ~~third~~first quarter of ~~2021, the Company recorded a $15.0 million loss related to this contingent consideration arrangement~~2022 due to a change in estimate of the liability related to this arrangement. ~~The amount was paid in full during the fourth quarter of 2021.~~

Assets measured at fair value on a nonrecurring basis

The Company's non-financial assets, such as goodwill, intangible assets, ROU assets, ~~and~~ capitalized software, equipment, buildings and leasehold improvements, are adjusted to fair value only when an impairment 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 is recognized. Such fair value measurements are based predominantly on Level 3 inputs.

Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Goodwill

During the third quarter of 2023 and second quarter of 2022, the Company reassessed the fair value of the Mosaic Group reporting unit (included in the Emerging & Other segment) and recorded goodwill impairments of $9.0 million and $86.7 million, respectively, as a result of the projected reduction in future revenue and profits from the business and lower trading multiples of a selected peer group of companies. The fair value of the Mosaic Group reporting unit was determined using both an income approach based on discounted cash flows ("DCF") and a market approach. Determining fair value using a DCF analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses were based on the most recent forecast for Mosaic Group. For years beyond the forecast period, the Mosaic Group estimates was based, in part, on forecasted growth rates. The discount rate used in the DCF analyses was 16% and was intended to reflect the risks inherent in the expected future cash flows of the Mosaic Group reporting unit. Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the Mosaic Group reporting unit. To determine a peer group of companies for the Mosaic Group reporting unit, the Company considered companies relevant in terms of consumer use, monetization model, margin and growth characteristics, and brand strength operating in their respective markets. At September 30, 2023, Mosaic Group has goodwill of $144.6 million and the carrying value of this reporting unit approximates its fair value. Any subsequent declines in the fair value of Mosaic Group will result in additional goodwill impairment charges to the extent the carrying value exceeds the fair value.

Intangible Asset

During the third quarter of 2023, the Company determined that a projected reduction in future revenue related to a certain indefinite-lived trade name intangible asset in the Dotdash Meredith Digital segment was an indicator of possible impairment. Following the identification of the indicator, the Company updated its calculation of the fair value of the indefinite-lived intangible asset and recorded an impairment of $7.6 million. The impairment of indefinite-lived intangible assets is included in “Amortization of intangibles” in the statement of operations. The Company determines the fair value of indefinite-lived intangible assets using an avoided royalty DCF valuation analysis. Significant judgments inherent in this analysis include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rate used in the DCF analysis was intended to reflect the risks inherent in the expected future cash flows generated by the intangible asset. The royalty rate used in the DCF analysis was based upon an estimate of the royalty rate that a market participant would pay to license the Company's trade names and trademarks. The discount rate used to value the trade name was 16% and the royalty rate was 8%. Following the impairment charge, the carrying value of this indefinite-lived intangible asset approximates its fair value.

ROU Assets and Related Leasehold Improvements, Furniture and Equipment

During the third quarter of 2022, Dotdash Meredith recorded impairment charges of $21.3 millionrelated tothe consolidation of certain leased spaces following the Meredith acquisition consisting of impairments of $14.3 million and $7.0 million of an ROU asset and related leasehold improvements, furniture and equipment, respectively. See "Note ~~3—Goodwill~~6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and ~~Intangible Assets~~Change-In-Control Payments" for ~~a detailed description~~additional information.

The impairment charges related to ROU assets are included in "General and administrative expense" and the impairment charges related to leasehold improvements, furniture and equipment are included in "Depreciation" in the statement of operations. The impairment charges represent the amount by which the carrying value of the ~~Mosaic Group goodwill~~asset group exceeded its estimated fair value, calculated using a DCF approach using sublease market assumptions of the expected cash flows and discount rate. The impairment ~~recorded in~~charges were allocated between the ~~second quarter~~ROU assets and related leasehold improvements, furniture and equipment of ~~2022.~~the asset group based on their relative carrying values.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Financial instruments measured at fair value only for disclosure purposes

The ~~following table presents the carrying value and the~~total fair value of ~~financial instruments measured at fair value only for disclosure purposes:~~

September 30, 2022 December 31, 2021
Carrying
Value Fair
Value Carrying
Value Fair
Value
(In thousands)
Current portion of long-term debt $ (30,000) $ (27,150) $ (30,000) $ (29,550)
Long-term debt, net(a)
$ (2,026,404) $ (1,748,636) $ (2,046,237) $ (2,061,450)
~~_____________________~~

~~(a)~~ ~~At September 30, 2022 and December 31, 2021,~~ the ~~carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $21.1 million and $23.8 million, respectively.~~

~~At September 30, 2022 and December 31, 2021, the fair value of~~outstanding long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 ~~inputs.~~inputs, and was approximately $1.9 billion and $1.7 billion at September 30, 2023 and December 31, 2022, respectively.

~~Table of Contents~~

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

NOTE 6—3—LONG-TERM DEBT

Long-term debt consists of:


		September 30, 2022		December 31, 2021			September 30, 2023		December 31, 2022
		(In thousands)					(In thousands)
Dotdash Meredith Debt	Dotdash Meredith Debt					Dotdash Meredith Debt
Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026	Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026	$	336,875	$	350,000	Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026	$	319,375	$	332,500
Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028	Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028	1,240,625		1,250,000		Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 2028	1,228,125		1,237,500
Total Dotdash Meredith long-term debt	Total Dotdash Meredith long-term debt	1,577,500		1,600,000		Total Dotdash Meredith long-term debt	1,547,500		1,570,000
Less: current portion of Dotdash Meredith long-term debt	Less: current portion of Dotdash Meredith long-term debt	30,000		30,000		Less: current portion of Dotdash Meredith long-term debt	30,000		30,000
Less: original issue discount	Less: original issue discount	5,521		6,176		Less: original issue discount	4,680		5,310
Less: unamortized debt issuance costs	Less: unamortized debt issuance costs	10,673		12,139		Less: unamortized debt issuance costs	8,868		10,215
Total Dotdash Meredith long-term debt, net	Total Dotdash Meredith long-term debt, net	1,531,306		1,551,685		Total Dotdash Meredith long-term debt, net	1,503,952		1,524,475

ANGI Group Debt	ANGI Group Debt					ANGI Group Debt
3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15, which commenced February 15, 2021		500,000		500,000
3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15						3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15	500,000		500,000

Less: unamortized debt issuance costs	Less: unamortized debt issuance costs	4,902		5,448		Less: unamortized debt issuance costs	4,147		4,716
Total ANGI Group long-term debt, net	Total ANGI Group long-term debt, net	495,098		494,552		Total ANGI Group long-term debt, net	495,853		495,284

Total long-term debt, net	Total long-term debt, net	$	2,026,404	$	2,046,237	Total long-term debt, net	$	1,999,805	$	2,019,759

Dotdash Meredith Term Loans and Dotdash Meredith Revolving Facility

On December 1, 2021, Dotdash Meredith entered into a credit agreement ("Dotdash Meredith Credit Agreement"), which provides for (i) the five-year $350 million Dotdash Meredith Term Loan A, (ii) the seven-year $1.25 billion Dotdash Meredith Term Loan B (and together with the Dotdash Meredith Term Loan A, the "Dotdash Meredith Term Loans") and (iii) a five-year $150 million revolving credit facility ("Dotdash Meredith Revolving Facility"). ~~The proceeds of the Dotdash Meredith Term Loans were used to fund a portion of the purchase price for the acquisition of Meredith and pay related fees and expenses.~~ The Dotdash Meredith Term Loan A bears interest at an adjusted term secured overnight financing rate ("Adjusted Term SOFR") as defined in the Dotdash Meredith Credit Agreement plus an applicable margin depending on Dotdash Meredith's most recently reported consolidated net leverage ratio, as defined in the Dotdash Meredith Credit Agreement. The adjustment to the secured overnight financing rate is fixed at 0.10% for the Dotdash Meredith Term Loan A. The Dotdash Meredith Term Loan B has a varying adjustment of 0.10%, 0.15% or 0.25% based upon the duration of the borrowing period. At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus 2.25% ~~and 2.00%~~, or ~~4.86%~~7.60% and ~~2.15%~~5.91%, respectively, and the Dotdash Meredith Term Loan B bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 4.00%, or ~~6.61%~~9.43% and ~~4.50%~~8.22%, respectively. Interest payments are due at least quarterly through the terms of the Dotdash Meredith Term Loans.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

In March 2023, Dotdash Meredith entered into interest rate swaps on the Dotdash Meredith Term Loan B for a total notional amount of $350 million with a maturity date of April 1, 2027. The ~~outstanding balances~~interest rate swaps synthetically convert $350 million of the Dotdash Meredith Term Loan AB for the duration of the interest rate swaps from a variable rate to a fixed rate of approximately 7.92% ((i) the weighted average fixed interest rate of approximately 3.82% on the interest rate swaps plus (ii) the adjustment to the secured overnight financing rate of 0.10% plus (iii) the base rate of 4.00%), beginning on April 3, 2023.

The interest rate swaps are expected to be highly effective. See "Note 4—Accumulated Other Comprehensive (Loss) Income" for the net unrealized gains recognized in "Accumulated other comprehensive loss" and ~~Dotdash Meredith Term Loan B were $336.9~~realized gains reclassified into “Interest expense” for the three and nine months ended September 30, 2023. At September 30, 2023, approximately $5.1 million ~~and $1.24 billion~~is expected to be reclassified into interest expense within the next twelve months as realized gains. The related asset of $8.1 million is included in “Other non-current assets” in the balance sheet at September 30, ~~2022, respectively, and $350.0 million and $1.25 billion at December 31, 2021, respectively.~~ 2023.

The Dotdash Meredith Term Loan A requires quarterly principal payments of approximately $4.4 million through December 31, 2024, $8.8 million through December 31, 2025 and approximately $13.1 million thereafter through maturity. The Dotdash Meredith Term Loan B requires quarterly payments of $3.1 million through maturity. ~~Commencing with the delivery of financial statements for the period ending December 31, 2022, the~~The Dotdash Meredith Term Loan B may require additional annual principal payments as part of an excess cash flow sweep provision, the amount of which, in part, is governed by ~~Dotdash Meredith's~~the applicable net leverage ratio.

~~Table of Contents~~

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

No such payment was required related to the period ended December 31, 2022.

There were no outstanding borrowings under the Dotdash Meredith Revolving Facility at September 30, ~~2022~~2023 and December 31, ~~2021.~~2022. The annual commitment fee on undrawn funds is based on Dotdash Meredith's consolidated net leverage ratio, as defined in the Dotdash Meredith Credit Agreement, most recently reported and was 40 ~~and 35~~ basis points at both September 30, ~~2022~~2023 and December 31, ~~2021, respectively.~~2022. Any borrowings under the Dotdash Meredith Revolving Facility would bear interest, at Dotdash Meredith's option, at either a base rate or ~~term benchmark rate,~~Adjusted Term SOFR, plus an applicable margin, which is based on Dotdash Meredith's consolidated net leverage ratio.

As of the last day of any calendar quarter, if either (i) $1.00 or more of loans under the Dotdash Meredith Revolving Facility or Dotdash Meredith Term Loan A are outstanding, or (ii) the outstanding face amount of undrawn letters of credit, other than cash collateralized letters of credit at 102% of face value, exceeds $25 million, subject to certain increases for qualifying material acquisitions, then Dotdash Meredith will not permit the consolidated net leverage ratio, which permits netting of up to $250 million in cash and cash equivalents, as of the last day of such quarter to exceed 5.5 to 1.0. The Dotdash Meredith Credit Agreement also contains covenants that would limit Dotdash Meredith’s ability to pay dividends, incur incremental secured indebtedness, or make distributions or certain investments in the event a default has occurred or if Dotdash Meredith’s consolidated net leverage ratio exceeds 4.0 to ~~1.0; this~~1.0, subject to certain available amounts as defined in the Dotdash Meredith Credit Agreement. This ratio was exceeded for ~~the~~both test ~~period~~periods ended September 30, 2023 and December 31, 2022. The Dotdash Meredith Credit Agreement also permits the Company to, among other things, contribute cash to Dotdash Meredith, which will provide additional liquidity to ensure that Dotdash Meredith does not exceed certain consolidated net leverage ratios for any test period, as further defined in the Dotdash Meredith Credit Agreement. In connection with these capital contributions, Dotdash Meredith may make distributions to IAC in amounts not more than any such capital contributions, provided that no default has occurred and is continuing. Such capital contributions and subsequent distributions impact the consolidated net leverage ratios of Dotdash Meredith. In the three and nine months ended September 30, 2023, the Company contributed $125.0 million and $405.0 million, respectively, to Dotdash Meredith, which Dotdash Meredith subsequently distributed back to the Company $125.0 million in October 2023 and $130.0 million and $280.0 million in the three and nine months ended September 30, 2023, respectively.

ANGI Group Debt

~~The~~ANGI Group, LLC ("ANGI Group"), a direct wholly-owned subsidiary of Angi Inc., issued the ANGI Group Senior Notes ~~were issued~~ on August 20, 2020. At any time prior to August 15, 2023, 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. Thereafter, theseThese notes may be redeemed at the redemption prices, ~~set forth in the indenture governing the notes,~~ plus accrued and unpaid interest thereon, if any, toas set forth in the ~~applicable redemption date.~~indenture governing the notes.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE 4—ACCUMULATED OTHER COMPREHENSIVE LOSS

The ~~$250 million ANGI Group Revolving Facility, which otherwise would have expired on November 5, 2023, was terminated effective August 3, 2021. No amounts were ever drawn under~~following tables present the ~~ANGI Group Revolving Facility prior to its termination.~~components of accumulated other comprehensive loss, net of income tax.

~~During the nine months ended~~


	Three months ended September 30,
	2023								2022
	Foreign Currency Translation Adjustment		Unrealized Gains On Available-For-Sale Marketable Debt Securities		Unrealized Gains On Interest Rate Swaps		Accumulated Other Comprehensive (Loss) Income		Foreign Currency Translation Adjustment
	(In thousands)
Balance at July 1	$	(10,272)	$	16	$	3,352	$	(6,904)	$	(12,852)
Other comprehensive (loss) income before reclassifications	(2,530)		—		4,140		1,610		(17,112)
Amounts reclassified to earnings	—		—		(1,285)		(1,285)		—
Net current period other comprehensive (loss) income	(2,530)		—		2,855		325		(17,112)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period	—		—		—		—		4
Balance at September 30	$	(12,802)	$	16	$	6,207	$	(6,579)	$	(29,960)


	Nine months ended September 30,
	2023								2022
	Foreign Currency Translation Adjustment		Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities		Unrealized Gains On Interest Rate Swaps		Accumulated Other Comprehensive (Loss) Income		Foreign Currency Translation Adjustment
	(In thousands)
Balance at January 1	$	(13,186)	$	53	$	—	$	(13,133)	$	4,397
Other comprehensive income (loss) before reclassifications	382		(37)		8,512		8,857		(34,362)
Amounts reclassified to earnings	—		—		(2,305)		(2,305)		—
Net current period other comprehensive income (loss)	382		(37)		6,207		6,552		(34,362)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period	2		—		—		2		5
Balance at September 30	$	(12,802)	$	16	$	6,207	$	(6,579)	$	(29,960)

At September 30, ~~2021, ANGI Group prepaid~~2023, there were deferred income tax provisions of $1.9 million and less than $0.1 million related to unrealized gains on interest rate swaps and net unrealized gains on available-for-sale marketable debt securities, respectively. At September 30, 2022, there was no income tax benefit or provision on the ~~remaining balance of $220.0 million of the ANGI Group Term Loan principal, which otherwise would have matured on November 5, 2023.~~accumulated other comprehensive income.

2620

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE ~~7—ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME~~

~~The following tables present the components of accumulated other comprehensive (loss) income and items reclassified out of accumulated other comprehensive (loss) income into earnings:~~

Three months ended September 30,
2022 2021
Foreign Currency Translation Adjustment Foreign Currency Translation Adjustment
(In thousands)
Balance at July 1 $ (12,852) $ 5,686
Other comprehensive loss before reclassifications (17,112) (1,083)
Amounts reclassified to earnings — —
Net current period other comprehensive loss (17,112) (1,083)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period 4 24
Balance at September 30 $ (29,960) $ 4,627

Nine Months Ended September 30,
2022 2021
Foreign Currency Translation Adjustment Foreign Currency Translation Adjustment Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities Accumulated Other Comprehensive (Loss) Income
(In thousands)
Balance at January 1 $ 4,397 $ (6,172) $ 2 $ (6,170)
Other comprehensive (loss) income before reclassifications (34,362) 754 (2) 752
Amounts reclassified to earnings — 10,032 — 10,032
Net current period other comprehensive (loss) income (34,362) 10,786 (2) 10,784
Accumulated other comprehensive loss allocated to noncontrolling interests during the period 5 13 — 13
Balance at September 30 $ (29,960) $ 4,627 $ — $ 4,627

The amounts reclassified out of foreign currency translation adjustment into earnings for the nine months ended September 30, 2021 related to the substantial liquidation of certain international subsidiaries.

~~At both September 30, 2022 and 2021, there was no income tax benefit or provision on the accumulated other comprehensive (loss) income.~~

~~NOTE 8—~~5—SEGMENT INFORMATION

The overall concept that the Company employs in determining its operating segments is to present the financial information in a manner consistent with the chief operating decision maker's view of the businesses. In addition, we consider 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, such as the Search segment, which principally relate to the similarity of their economic characteristics, or, in the case of ~~the~~ Emerging & Other, ~~reportable segment,~~ do not meet the quantitative thresholds that require presentation as separate reportable segments.

The following table presents revenue by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Revenue
Dotdash Meredith
Digital	$	212,050	$	220,749	$	608,819	$	671,424
Print	211,259		251,471		625,046		801,756
Intersegment eliminations(a)	(5,852)		(5,135)		(14,828)		(16,100)
Total Dotdash Meredith	417,457		467,085		1,219,037		1,457,080
Angi Inc.
Domestic:
Ads and Leads	291,993		345,529		877,986		982,137
Services	29,964		105,892		91,890		290,574
Roofing	21,400		25,993		84,254		105,330
Domestic intersegment eliminations(b)	(794)		(2,825)		(3,257)		(6,452)
Total Domestic	342,563		474,589		1,050,873		1,371,589
International	29,274		23,447		88,439		78,388
Total Angi Inc.	371,837		498,036		1,139,312		1,449,977
Search	166,068		156,719		495,579		578,287
Emerging & Other	158,425		180,820		460,359		508,903
Intersegment eliminations	(2,446)		(1,759)		(7,086)		(5,420)
Total	$	1,111,341	$	1,300,901	$	3,307,201	$	3,988,827

The following table presents the revenue of the Company's segments disaggregated by type of service:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Dotdash Meredith
Digital:
Advertising revenue	$	131,204	$	148,309	$	375,268	$	442,950
Performance marketing revenue	56,436		46,089		160,001		144,127
Licensing and other revenue	24,410		26,351		73,550		84,347
Total digital revenue	212,050		220,749		608,819		671,424
Print:
Subscription revenue	86,195		96,048		247,864		334,311
Advertising revenue	53,064		64,446		158,401		208,399

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

~~The following table presents revenue by reportable segment:~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Revenue
Dotdash Meredith
Digital $ 220,749 $ 65,165 $ 671,424 $ 203,919
Print 251,471 — 801,756 —
Intersegment eliminations(a)
(5,135) — (16,100) —
Total Dotdash Meredith 467,085 65,165 1,457,080 203,919
Angi Inc. 498,036 461,565 1,449,977 1,269,582
Search 156,719 228,445 578,287 593,086
Emerging & Other 180,820 168,923 508,903 473,735
Intersegment eliminations (1,759) (30) (5,420) (137)
Total $ 1,300,901 $ 924,068 $ 3,988,827 $ 2,540,185

~~The following table presents the revenue of the Company's segments disaggregated by type of service:~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Dotdash Meredith
Digital:
Display advertising revenue $ 148,309 $ 42,911 $ 442,950 $ 125,014
Performance marketing revenue 46,089 21,881 144,127 77,432
Licensing and other revenue 26,351 373 84,347 1,473
Total digital revenue 220,749 65,165 671,424 203,919
Print:
Subscription revenue 97,373 — 339,276 —
Advertising revenue 64,446 — 208,399 —
Project and other revenue 39,419 — 114,698 —
Newsstand revenue 37,180 — 104,015 —
Performance marketing revenue 13,053 — 35,368 —
Total print revenue 251,471 — 801,756 —
Intersegment eliminations(a)
(5,135) — (16,100) —
Total Dotdash Meredith revenue $ 467,085 $ 65,165 $ 1,457,080 $ 203,919
(a) Includes intersegment eliminations related to digital performance marketing revenue of $5.1 million and $15.9 million for the three and nine months ended September 30, 2022.
Angi Inc.
North America
Angi Ads and Leads:
Consumer connection revenue(b)
$ 260,242 $ 238,421 $ 732,075 $ 699,867
Advertising revenue(c)
67,045 63,953 195,906 187,308
Membership subscription revenue(d)
14,795 17,079 46,586 51,026
Other revenue 5,658 6,703 16,127 21,412
Total Angi Ads and Leads revenue 347,740 326,156 990,694 959,613


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Project and other revenue	32,538		39,419		96,213		114,698
Newsstand revenue	29,679		37,180		89,099		104,015
Performance marketing revenue	9,783		14,378		33,469		40,333
Total print revenue	211,259		251,471		625,046		801,756
Intersegment eliminations(a)	(5,852)		(5,135)		(14,828)		(16,100)
Total Dotdash Meredith revenue	$	417,457	$	467,085	$	1,219,037	$	1,457,080

(a) Intersegment eliminations primarily related to Digital performance marketing commissions earned for the placement of magazine subscriptions for Print.

Angi Inc.
Domestic:
Ads and Leads:
Consumer connection revenue	$	203,579	$	262,934	$	625,527	$	738,177
Advertising revenue	75,074		67,165		212,302		196,256
Membership subscription revenue	13,167		14,795		39,597		46,586
Other revenue	173		635		560		1,118
Total Ads and Leads revenue	291,993		345,529		877,986		982,137
Services revenue	29,964		105,892		91,890		290,574
Roofing revenue	21,400		25,993		84,254		105,330
Domestic intersegment eliminations(b)	(794)		(2,825)		(3,257)		(6,452)
Total Domestic revenue	342,563		474,589		1,050,873		1,371,589
International:
Consumer connection revenue	23,144		15,567		71,260		54,311
Service professional membership subscription revenue	6,023		7,597		16,834		23,211
Advertising and other revenue	107		283		345		866
Total International revenue	29,274		23,447		88,439		78,388
Total Angi Inc. revenue	$	371,837	$	498,036	$	1,139,312	$	1,449,977

(b) Intersegment eliminations related to Ads and Leads revenue earned from sales to Roofing.

Search
Advertising revenue:
Google advertising revenue	$	151,993	$	119,576	$	459,012	$	394,074
Non-Google advertising revenue	13,505		36,087		34,575		180,164
Total advertising revenue	165,498		155,663		493,587		574,238
Other revenue	570		1,056		1,992		4,049
Total Search revenue	$	166,068	$	156,719	$	495,579	$	578,287

Emerging & Other
Subscription revenue	$	86,703	$	91,405	$	259,022	$	278,722
Marketplace revenue	63,566		73,739		172,233		202,473
Media production and distribution revenue	4,007		8,954		14,732		9,558
Advertising revenue:
Non-Google advertising revenue	3,066		4,102		9,423		11,765
Google advertising revenue	163		535		698		1,659

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Angi Services revenue(e)
131,862 117,375 395,894 244,904
Total North America revenue 479,602 443,531 1,386,588 1,204,517
Europe
Consumer connection revenue(b)
15,576 14,530 54,320 54,226
Service professional membership subscription revenue 2,575 3,215 8,203 9,874
Advertising and other revenue 283 289 866 965
Total Europe revenue 18,434 18,034 63,389 65,065
Total Angi Inc. revenue $ 498,036 $ 461,565 $ 1,449,977 $ 1,269,582
(b) Includes fees paid by service professionals for consumer matches.
(c) Includes revenue from service professionals under contract for advertising.
(d) Includes membership subscription revenue from service professionals and consumers.
(e) Includes revenue from pre-priced offerings and revenue from Angi Roofing.
Search
Advertising revenue
Google advertising revenue: $ 119,576 $ 171,222 $ 394,074 $ 480,157
Non-Google advertising revenue 36,087 53,401 180,164 101,135
Total advertising revenue 155,663 224,623 574,238 581,292
Other revenue 1,056 3,822 4,049 11,794
Total Search revenue $ 156,719 $ 228,445 $ 578,287 $ 593,086
Emerging & Other
Subscription revenue $ 91,405 $ 96,763 $ 278,722 $ 268,993
Marketplace revenue 73,709 63,456 202,380 173,615
Media production and distribution revenue 8,954 730 9,558 11,142
Advertising revenue:
Non-Google advertising revenue 4,102 5,039 11,765 12,351
Google advertising revenue 535 862 1,659 1,983
Total advertising revenue 4,637 5,901 13,424 14,334
Service and other revenue 2,115 2,073 4,819 5,651
Total Emerging & Other revenue $ 180,820 $ 168,923 $ 508,903 $ 473,735


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Total advertising revenue	3,229		4,637		10,121		13,424
Service and other revenue	920		2,085		4,251		4,726
Total Emerging & Other revenue	$	158,425	$	180,820	$	460,359	$	508,903

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,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Revenue:	Revenue:									Revenue:
United States	United States	$	1,209,748	$	796,808	$	3,684,184	$	2,156,061	United States	$	992,771	$	1,209,748	$	2,958,876	$	3,684,184
All other countries	All other countries	91,153		127,260		304,643		384,124		All other countries	118,570		91,153		348,325		304,643
Total	Total	$	1,300,901	$	924,068	$	3,988,827	$	2,540,185	Total	$	1,111,341	$	1,300,901	$	3,307,201	$	3,988,827


	September 30, 2023		December 31, 2022
	(In thousands)
Long-lived assets (excluding goodwill, intangible assets and ROU assets):
United States	$	473,136	$	502,977
All other countries	5,124		7,637
Total	$	478,260	$	510,614

The following tables present operating income (loss) and Adjusted EBITDA by reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Operating income (loss):
Dotdash Meredith
Digital(c)	$	1,467	$	(104,445)	$	(10,361)	$	(95,217)
Print	2,003		27,325		(4,697)		(31,109)
Other(d)(e)	(7,043)		(18,378)		(117,569)		(52,924)
Total Dotdash Meredith(f)	(3,573)		(95,498)		(132,627)		(179,250)
Angi Inc.
Ads and Leads	8,115		22,754		26,386		61,532
Services	(3,887)		(10,780)		(21,514)		(57,581)
Roofing	(2,246)		(8,545)		(3,137)		(18,484)
Other(d)	(14,854)		(15,542)		(46,361)		(46,655)
International	2,764		1,055		7,365		(4,713)
Total Angi Inc.	(10,108)		(11,058)		(37,261)		(65,901)
Search	12,011		19,085		36,742		70,461
Emerging & Other	2,852		(1,577)		17,650		(114,402)
Corporate	(33,919)		(35,632)		(108,310)		(110,542)
Total	$	(32,737)	$	(124,680)	$	(223,806)	$	(399,634)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

September 30, 2022 December 31, 2021
(In thousands)
Long-lived assets (excluding goodwill, intangible assets, and ROU assets):
United States $ 576,534 $ 562,628
All other countries 7,354 7,897
Total $ 583,888 $ 570,525

~~The following tables present operating (loss) income and Adjusted EBITDA by reportable segment:~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Operating (loss) income:
Dotdash Meredith
Digital $ (104,445) $ 7,082 $ (95,217) $ 44,383
Print 27,325 — (31,109) —
Other(f)
(18,378) — (52,924) —
Total Dotdash Meredith(g)
(95,498) 7,082 (179,250) 44,383
Angi Inc. (11,058) (14,973) (65,901) (47,595)
Search 19,085 30,011 70,461 74,059
Emerging & Other (1,577) (22,239) (114,402) (23,946)
Corporate (35,632) (31,948) (110,542) (114,618)
Total $ (124,680) $ (32,067) $ (399,634) $ (67,717)

_____________________

~~(f)~~(c) Includes an impairment charge of $7.6 million related to the reassessed fair value of a certain indefinite-lived intangible asset for the three and nine months ended September 30, 2023. See "Note 2—Financial Instruments and Fair Value Measurements" for additional information on the impairment charge.

(d) Other comprises unallocated corporate ~~expenses, which are corporate overhead expenses not attributable to the Digital or Print segments.~~expenses.

~~(g)~~(e) Includes impairment charges of $70.0 million related to unoccupied leased office space and write-off of certain leasehold improvements and furniture and equipment of $4.2 million for the nine months ended September 30, 2023, of which $29.6 million is included in "Depreciation" in the statement of operations. See "Note 2—Financial Instruments and Fair Value Measurements" for additional information on the impairment charges.

(f) Dotdash Meredith ~~includes~~incurred restructuring charges of ~~$24.7~~$24.7 million and ~~$60.8~~$60.8 million and transaction-related expenses of ~~$0.8~~$0.8 million and ~~$6.0~~$6.0 million ~~related to~~ in connection with the acquisition of Meredith ~~for~~in the three and nine months ended September 30, 2022, respectively. The restructuring charges for both the three and nine months ended September 30, 2022 include $7.0 million of impairment charges included in "Depreciation" in the statement of operations. See "Note 4—6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and ~~Change-in-Control~~Change-In-Control Payments" for additional information.


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Adjusted EBITDA(h):
Adjusted EBITDA(g):										Adjusted EBITDA(g):
Dotdash Meredith(i)	Dotdash Meredith(i)									Dotdash Meredith(i)
Digital	Digital	$	22,602	$	8,202	$	108,718	$	48,673	Digital	$	51,830	$	22,602	$	127,067	$	108,718
Print	Print	$	23,097	$	—	$	18,882	$	—	Print	$	19,267	$	23,097	$	48,011	$	18,882
Other~~(f)~~(h)	Other~~(f)~~(h)	$	(14,506)	$	—	$	(48,706)	$	—	Other~~(f)~~(h)	$	(2,834)	$	(14,506)	$	(75,840)	$	(48,706)
Angi Inc.	Angi Inc.	$	22,882	$	12,395	$	29,402	$	31,139	Angi Inc.
Ads and Leads										Ads and Leads	$	32,198	$	43,344	$	100,204	$	119,833
Services										Services	$	3,534	$	(1,942)	$	3,066	$	(34,422)
Roofing										Roofing	$	(1,983)	$	(7,871)	$	(2,456)	$	(15,987)
Other(d)										Other(d)	$	(11,933)	$	(12,550)	$	(37,396)	$	(38,102)
International										International	$	4,046	$	1,901	$	11,237	$	(1,920)
Search	Search	$	19,111	$	30,031	$	70,528	$	74,087	Search	$	12,033	$	19,111	$	36,806	$	70,528
Emerging & Other	Emerging & Other	$	2,425	$	2,737	$	(13,719)	$	21,592	Emerging & Other	$	14,970	$	2,425	$	36,057	$	(13,719)
Corporate	Corporate	$	(20,830)	$	(23,132)	$	(65,240)	$	(71,769)	Corporate	$	(20,754)	$	(20,830)	$	(67,073)	$	(65,240)

_____________________

~~(h)~~(g) The Company's primary financial measure and GAAP segment measure is Adjusted EBITDA, which is defined as operating ~~income:~~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.

(h) Includes impairment charges of $44.7 million related to unoccupied leased office space for the nine months ended September 30,

2023. See "~~Table of Contents~~Note 2—Financial Instruments and Fair Value Measurements

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

" for additional information.

(i) Dotdash Meredith ~~includes~~incurred restructuring charges of $17.7 million and $53.8 million and transaction-related expenses of $0.8 million and $6.0 million related to the acquisition of Meredith ~~for~~in the three and nine months ended September 30, 2022, respectively. See "Note 4—6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and ~~Change-in-Control~~Change-In-Control Payments" for additional information.

The following tables reconcile operating income (loss) ~~income~~ for the Company's reportable segments and net ~~(loss) earnings~~loss attributable to IAC shareholders to Adjusted EBITDA:

Three Months Ended September 30, 2022

Operating (Loss) Income(g)
Stock-based
Compensation
Expense
Depreciation
(g)(j)
Amortization
of Intangibles(j)
Adjusted
EBITDA(h)(i)
(In thousands)
Dotdash Meredith
Digital $ (104,445) $ 5,814 $ 5,312 $ 115,921 $ 22,602
Print 27,325 $ 391 $ (2,154) $ (2,465) $ 23,097
Other(f)
(18,378) $ 53 $ 3,819 $ — $ (14,506)
Angi Inc. (11,058) $ 12,376 $ 17,759 $ 3,805 $ 22,882
Search 19,085 $ — $ 26 $ — $ 19,111
Emerging & Other (1,577) $ 175 $ 311 $ 3,516 $ 2,425
Corporate(k)
(35,632) $ 12,308 $ 2,494 $ — $ (20,830)
Total (124,680)
Interest expense (29,433)
Unrealized gain on investment in MGM Resorts International 42,523
Other income, net 19,678
Loss before income taxes (91,912)
Income tax benefit 26,065
Net loss (65,847)
Net loss attributable to noncontrolling interests 2,024
Net loss attributable to IAC shareholders $ (63,823)

Table of Contents

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30, 2023
	Operating Income (Loss)		Stock-based Compensation Expense		Depreciation		Amortization of Intangibles(c)		Goodwill Impairment		Adjusted EBITDA(g)
	(In thousands)
Dotdash Meredith
Digital	$	1,467	$	2,247	$	5,169	$	42,947	$	—	$	51,830
Print	2,003		$	417	$	3,097	$	13,750	$	—	$	19,267
Other(d)	(7,043)		$	3,747	$	462	$	—	$	—	$	(2,834)
Angi Inc.
Ads and Leads	8,115		$	6,082	$	15,368	$	2,633	$	—	$	32,198
Services	(3,887)		$	1,096	$	6,325	$	—	$	—	$	3,534
Roofing	(2,246)		$	160	$	103	$	—	$	—	$	(1,983)
Other(d)	(14,854)		$	2,921	$	—	$	—	$	—	$	(11,933)
International	2,764		$	482	$	800	$	—	$	—	$	4,046
Search	12,011		$	—	$	22	$	—	$	—	$	12,033
Emerging & Other	2,852		$	436	$	639	$	2,043	$	9,000	$	14,970
Corporate(j)	(33,919)		$	11,374	$	1,791	$	—	$	—	$	(20,754)
Total	(32,737)
Interest expense	(40,157)
Unrealized loss on investment in MGM Resorts International	(463,421)
Other income, net	25,455
Loss before income taxes	(510,860)
Income tax benefit	118,838
Net loss	(392,022)
Net loss attributable to noncontrolling interests	1,484
Net loss attributable to IAC shareholders	$	(390,538)

_____________________

(j) Includes stock-based compensation expense for stock-based awards granted to employees of Corporate, Search and all Emerging & Other businesses other than Vivian Health.

~~(j)~~Table of Contents

IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended September 30, 2022
	Operating (Loss) Income(f)		Stock-based Compensation Expense		Depreciation(f)(k)		Amortization of Intangibles(k)		Adjusted EBITDA(g)(i)
	(In thousands)
Dotdash Meredith
Digital	$	(104,445)	$	5,814	$	5,312	$	115,921	$	22,602
Print	27,325		$	391	$	(2,154)	$	(2,465)	$	23,097
Other(d)	(18,378)		$	53	$	3,819	$	—	$	(14,506)
Angi Inc.
Ads and Leads	22,754		$	4,979	$	12,948	$	2,663	$	43,344
Services	(10,780)		$	4,015	$	3,848	$	975	$	(1,942)
Roofing	(8,545)		$	195	$	312	$	167	$	(7,871)
Other(d)	(15,542)		$	2,992	$	—	$	—	$	(12,550)
International	1,055		$	195	$	651	$	—	$	1,901
Search	19,085		$	—	$	26	$	—	$	19,111
Emerging & Other	(1,577)		$	175	$	311	$	3,516	$	2,425
Corporate(j)	(35,632)		$	12,308	$	2,494	$	—	$	(20,830)
Total	(124,680)
Interest expense	(29,433)
Unrealized gain on investment in MGM Resorts International	42,523
Other income, net	19,678
Loss before income taxes	(91,912)
Income tax benefit	26,065
Net loss	(65,847)
Net loss attributable to noncontrolling interests	2,024
Net loss attributable to IAC shareholders	$	(63,823)

_____________________

(k) Depreciation and amortization of intangibles ~~for Dotdash Meredith~~ for the three months ended September 30, 2022 reflect, in part, cumulative adjustments made to the fair value of leasehold improvements, equipment, buildings, capitalized software and intangible assets acquired in the Meredith acquisition.

~~(k)~~ ~~Includes stock-based compensation expense for awards denominated in the shares of certain subsidiaries of the Company.~~

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(Unaudited)


		Three Months Ended September 30, 2021
		Operating Income (Loss)		Stock-based Compensation Expense		Depreciation		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Arrangements			Adjusted EBITDA(h)			Nine Months Ended September 30, 2023
		(In thousands)										Operating (Loss) Income(e)				Stock-based Compensation Expense		Depreciation(e)		Amortization of Intangibles(c)				Goodwill Impairment	Adjusted EBITDA(g)(h)
																(In thousands)
Dotdash Meredith	Dotdash Meredith	$	7,082	$	—	$	527	$	593	$	—		$	8,202	Dotdash Meredith

Digital															Digital	$	(10,361)	$	6,034	$	17,745	$	113,649		$	—	$	127,067
Print															Print	(4,697)		$	939	$	9,587	$	42,182		$	—	$	48,011
Other(d)															Other(d)	(117,569)		$	10,099	$	31,630	$	—		$	—	$	(75,840)
Angi Inc.	Angi Inc.	(14,973)		$	8,813	$	14,701	$	3,854	$	—		$	12,395	Angi Inc.
Ads and Leads															Ads and Leads	26,386		$	16,880	$	48,980	$	7,958		$	—	$	100,204
Services															Services	(21,514)		$	6,497	$	18,083	$	—		$	—	$	3,066
Roofing															Roofing	(3,137)		$	158	$	523	$	—		$	—	$	(2,456)
Other(d)															Other(d)	(46,361)		$	8,965	$	—	$	—		$	—	$	(37,396)
International															International	7,365		$	1,248	$	2,624	$	—		$	—	$	11,237
Search	Search	30,011		$	—	$	20	$	—	$	—		$	30,031	Search	36,742		$	—	$	64	$	—		$	—	$	36,806
Emerging & Other	Emerging & Other	(22,239)		$	25	$	331	$	9,620	$	15,000		$	2,737	Emerging & Other	17,650		$	1,143	$	1,891	$	6,373		$	9,000	$	36,057
Corporate(k)		(31,948)		$	6,600	$	2,216	$	—	$	—		$	(23,132)
Corporate(j)															Corporate(j)	(108,310)		$	36,133	$	5,104	$	—		$	—	$	(67,073)
Total	Total	(32,067)													Total	(223,806)
Interest expense	Interest expense	(6,032)													Interest expense	(117,406)
Unrealized gain on investment in MGM Resorts International	Unrealized gain on investment in MGM Resorts International	29,517													Unrealized gain on investment in MGM Resorts International	209,057
Other income, net	Other income, net	79,539													Other income, net	60,189
Earnings before income taxes		70,957
Income tax provision		(9,910)
Net earnings		61,047
Net earnings attributable to noncontrolling interests		(357)
Net earnings attributable to IAC shareholders		$	60,690
Loss before income taxes															Loss before income taxes	(71,966)
Income tax benefit															Income tax benefit	3,633
Net loss															Net loss	(68,333)
Net loss attributable to noncontrolling interests															Net loss attributable to noncontrolling interests	6,525
Net loss attributable to IAC shareholders															Net loss attributable to IAC shareholders	$	(61,808)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Nine Months Ended September 30, 2022

Operating (Loss) Income(g)
Stock-based
Compensation
Expense
Depreciation(g)
Amortization
of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments Goodwill Impairment
Adjusted
EBITDA(h)(i)
(In thousands)
Dotdash Meredith
Digital $ (95,217) $ 14,889 $ 21,004 $ 168,654 $ (612) $ — $ 108,718
Print (31,109) $ 659 $ 8,010 $ 41,322 $ — $ — $ 18,882
Other(f)
(52,924) $ 92 $ 4,126 $ — $ — $ — $ (48,706)
Angi Inc. (65,901) $ 38,778 $ 45,112 $ 11,413 $ — $ — $ 29,402
Search 70,461 $ — $ 67 $ — $ — $ — $ 70,528
Emerging & Other (114,402) $ 283 $ 993 $ 12,659 $ — $ 86,748 $ (13,719)
Corporate(k)
(110,542) $ 37,759 $ 7,543 $ — $ — $ — $ (65,240)
Total (399,634)
Interest expense (74,862)
Unrealized loss on investment in MGM Resorts International (970,112)
Other expense, net (63,048)
Loss before income taxes (1,507,656)
Income tax benefit 325,517
Net loss (1,182,139)
Net loss attributable to noncontrolling interests 13,388
Net loss attributable to IAC shareholders $ (1,168,751)


	Nine Months Ended September 30, 2022
	Operating (Loss) Income(f)		Stock-based Compensation Expense		Depreciation(f)		Amortization of Intangibles		Acquisition-related Contingent Consideration Fair Value Adjustments		Goodwill Impairment		Adjusted EBITDA(g)(i)
	(In thousands)
Dotdash Meredith
Digital	$	(95,217)	$	14,889	$	21,004	$	168,654	$	(612)	$	—	$	108,718
Print	(31,109)		$	659	$	8,010	$	41,322	$	—	$	—	$	18,882
Other(d)	(52,924)		$	92	$	4,126	$	—	$	—	$	—	$	(48,706)
Angi Inc.
Ads and Leads	61,532		$	15,303	$	35,010	$	7,988	$	—	$	—	$	119,833
Services	(57,581)		$	13,068	$	7,166	$	2,925	$	—	$	—	$	(34,422)
Roofing	(18,484)		$	1,410	$	587	$	500	$	—	$	—	$	(15,987)
Other(d)	(46,655)		$	8,553	$	—	$	—	$	—	$	—	$	(38,102)
International	(4,713)		$	444	$	2,349	$	—	$	—	$	—	$	(1,920)
Search	70,461		$	—	$	67	$	—	$	—	$	—	$	70,528
Emerging & Other	(114,402)		$	283	$	993	$	12,659	$	—	$	86,748	$	(13,719)
Corporate(j)	(110,542)		$	37,759	$	7,543	$	—	$	—	$	—	$	(65,240)
Total	(399,634)
Interest expense	(74,862)
Unrealized loss on investment in MGM Resorts International	(970,112)
Other expense, net	(63,048)
Loss before income taxes	(1,507,656)
Income tax benefit	325,517
Net loss	(1,182,139)
Net loss attributable to noncontrolling interests	13,388
Net loss attributable to IAC shareholders	$	(1,168,751)

NOTE 6—DOTDASH MEREDITH RESTRUCTURING CHARGES, TRANSACTION-RELATED EXPENSES AND CHANGE-IN-CONTROL PAYMENTS

Restructuring Charges

During 2023, Dotdash Meredith continued to incur costs related to a voluntary retirement program announced in the first quarter of 2022 and recorded adjustments to previously accrued amounts related to a reduction in force plan, for which the related expenses were accrued primarily in the fourth quarter of 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Nine Months Ended September 30, 2021
Operating Income (Loss) Stock-based
Compensation
Expense Depreciation Amortization
of Intangibles Acquisition-related Contingent Consideration Fair Value Adjustments
Adjusted
EBITDA(h)
(In thousands)
Dotdash Meredith $ 44,383 $ — $ 1,706 $ 2,584 $ — $ 48,673
Angi Inc. (47,595) $ 20,390 $ 45,728 $ 12,616 $ — $ 31,139
Search 74,059 $ — $ 28 $ — $ — $ 74,087
Emerging & Other (23,946) $ 75 $ 1,121 $ 29,342 $ 15,000 $ 21,592
Corporate(k)
(114,618) $ 37,339 $ 5,510 $ — $ — $ (71,769)
Total (67,717)
Interest expense (18,463)
Unrealized gain on investment in MGM Resorts International 687,155
Other income, net 133,388
Earnings from continuing operations before income taxes 734,363
Income tax provision (151,046)
Net earnings from continuing operations 583,317
Loss from discontinued operations, net of tax (1,831)
Net earnings 581,486
Net loss attributable to noncontrolling interests 3,089
Net earnings attributable to IAC shareholders $ 584,575
During 2022, Dotdash Meredith management committed to several actions to improve efficiencies and better align its cost structure following the acquisition of Meredith on December 1, 2021, which included: (i) the discontinuation of certain print publications and the shutdown of PeopleTV, for which the related expense was primarily reflected in the first quarter of 2022, (ii) the aforementioned voluntary retirement program, for which the related expense was primarily reflected in the first half of 2022, (iii) the consolidation of certain leased office space, for which the related expense was reflected in the third quarter of 2022 and (iv) the aforementioned reduction in force plan. These actions resulted in $80.2 million of restructuring charges incurred for the year ended December 31, 2022.

A summary of the costs incurred, payments and related accruals is presented below. The Company anticipates the estimated remaining costs associated with the 2022 restructuring events will be paid by December 31, 2023 from existing cash on hand.


			Nine Months Ended September 30, 2023
	Accrued December 31, 2022		Charges Incurred		Reversal of Initial Cost		Payments		Accrued September 30, 2023		Cumulative Charges Incurred		Estimated Remaining Costs
	(In thousands)
Digital	$	10,950	$	1,291	$	(954)	$	(9,382)	$	1,905	$	39,562	$	71
Print	12,055		1,548		(1,492)		(9,503)		2,608		33,488		—
Other(a)	4,389		649		(264)		(3,718)		1,056		7,966		29
Total	$	27,394	$	3,488	$	(2,710)	$	(22,603)	$	5,569	$	81,016	$	100

_____________________

(a) Other comprises unallocated corporate expenses, which are corporate overhead expenses not attributable to the Digital or Print segments.


	Nine Months Ended September 30, 2022
	Charges Incurred		Payments		Non-cash(b)		Accrued September 30, 2022
	(In thousands)
Digital	$	29,090	$	(5,888)	$	(21,309)	$	1,893
Print	26,051		(16,865)		(425)		8,761
Other(a)	5,696		(2,038)		—		3,658
Total	$	60,837	$	(24,791)	$	(21,734)	$	14,312

_____________________

(b) Includes $21.3 million of impairment charges, consisting of impairments of $14.3 million and $7.0 million of an ROU asset and related leasehold improvements and furniture and equipment included in "General and administrative expense" and "Depreciation" in the statement of operations, respectively, and $0.4 million related to the write-off of inventory.

The costs are allocated as follows in the statement of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Cost of revenue	$	11	$	1,320	$	710	$	17,921
Selling and marketing expense	92		636		(449)		10,251
General and administrative expense	87		15,702		150		24,560
Product development expense	404		84		367		1,099
Depreciation	—		7,006		—		7,006
Total	$	594	$	24,748	$	778	$	60,837

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Transaction-Related Expenses

Dotdash Meredith incurred transaction-related expenses in connection with the acquisition of Meredith of $0.8 million and $6.0 million for the three and nine months ended September 30, 2022, respectively.

Change-in-Control Payments

On July 1, 2022, Dotdash Meredith made $83.1 million in change-in-control payments, which were triggered by the acquisition of Meredith and the terms of certain former executives’ contracts. These payments included amounts accrued in December 2021, as well as amounts previously accrued that became payable following the change in control.

NOTE 9—7—PENSION AND POSTRETIREMENT BENEFIT PLANS

The following ~~table presents~~tables present the components of net periodic benefit ~~costs~~(credit) cost for the Dotdash Meredith pension and postretirement benefit plans:


	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Pension				Postretirement		Pension				Postretirement
	Domestic		International		Domestic		Domestic		International		Domestic
	(In thousands)
Service cost	$	53	$	—	$	1	$	161	$	—	$	3
Interest cost	780		5,033		57		2,477		14,731		173
Expected return on plan assets	(550)		(5,026)		—		(1,684)		(14,713)		—

Actuarial gain recognition	(1,037)		—		—		(1,201)		—		—

Net periodic benefit (credit) cost	$	(754)	$	7	$	58	$	(247)	$	18	$	176


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	Pension				Postretirement		Pension				Postretirement
	Domestic		International		Domestic		Domestic		International		Domestic
	(In thousands)
Service cost	$	877	$	—	$	2	$	2,766	$	—	$	5
Interest cost	1,267		3,999		66		3,154		11,073		200
Expected return on plan assets	(308)		(4,252)		—		(2,484)		(12,668)		—
Actuarial (gain) loss recognition	(2,643)		—		—		7,490		68,552		—
Net periodic benefit (credit) cost	$	(807)	$	(253)	$	68	$	10,926	$	66,957	$	205

Settlements during the three and nine months ended September 30, 2023 triggered remeasurements of the pension plans in the ~~Company assumed~~U.S. The actuarial gain of $1.0 million for the three months ended September 30, 2023 primarily relates to updates to participant census data, investment performance and an increase in ~~connection with~~ the ~~acquisition~~discount rate. The actuarial gain of ~~Meredith:~~

Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
Pension Postretirement Pension Postretirement
Domestic International Domestic Domestic International Domestic
(In thousands)
Service cost $ 877 $ — $ 2 $ 2,766 $ — $ 5
Interest cost 1,267 3,999 66 3,154 11,073 200
Expected return on plan assets (308) (4,252) — (2,484) (12,668) —
Actuarial (gain) loss recognition (2,643) — — 7,490 68,552 —
Net periodic (credit) benefit costs $ (807) $ (253) $ 68 $ 10,926 $ 66,957 $ 205
$1.2 million for the nine months ended September 30, 2023 primarily relates to investment performance, an increase in the discount rate and updates to participant census data.

Settlements during the three and nine months ended September 30, 2022 triggered remeasurements of ~~Meredith's~~the funded pension plan in the U.S. The ~~U.S.~~ actuarial gain of $2.6 million for the three months ended September 30, 2022 primarily relates to assumption changes due to increases in the discount rate and updates to participant census data. The ~~U.S.~~ actuarial loss of $7.5 million for the nine months ended September 30, 2022 primarily relates to the decline in the fair value of the pension plan's assets exceeding the decline in the plan liabilities, partially offset by ~~the~~a gain related to the revaluation of an annuity contract ~~revaluation in the second quarter of 2022~~ and the gain in the third quarter of 2022 described above.

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~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

OnSettlements during the nine months ended September 13, 2022, the board of directors of Meredith voted unanimously to freeze and terminate the U.S. funded pension plan effective December 31, 2022. As the plan amendment had not been executed as of the September 30, 2022 plan measurement date, the assumptions were developed on an ongoing plan basis. The amendment is expected to be fully executed in the fourth quarter of 2022, which will trigger a re-measurement loss at December 31, 2022 equal to the amount of cost expected to be incurred to settle the benefit obligations in excess of plan assets. The Company is evaluating the amount of the loss and the date all obligations will be settled.

~~Settlements in the first and second quarter of~~ 2022 triggered remeasurements of ~~Meredith's~~the funded pension plan in the United Kingdom ("U.K.")~~, consisting of the IPC Pension Scheme.~~. The actuarial loss of $68.6 million for the nine months ended September 30, 2022 primarily relates to the decline in the fair value of the ~~IPC Pension Scheme's~~pension plan's assets exceeding the decline in the plan liabilities ~~in each case~~ due to higher interest rates.

~~On July 28, 2022, following approval by the trustees~~

Table of Dotdash Meredith's IPC Pension Scheme, the IPC Pension Scheme entered into an insurance buy-in contract with a private limited life insurance company to insure the remaining portion of the IPC Pension Scheme covering all IPC Pension Scheme participants who were not covered by the insurance buy-in contract entered into in May 2020. The insurance contract is designed to provide payments equal to all future designated contractual benefit payments to covered participants. The benefit obligation was not transferred to the insurer, and Dotdash Meredith remains responsible for paying pension benefits to the IPC Pension Scheme participants.Contents

As a result of this transaction, the IPC Pension Scheme incurred an actuarial loss of approximately £110 million, or $119 million based on the September 30, 2022 exchange rate. The net assets of the IPC Pension Scheme are included in "Other non-current assets" on the balance sheet, and at September 30, 2022 were $130.7 million. As the IPC Pension Scheme did not require remeasurement for the quarter ended September 30, 2022, the actuarial loss will be recorded in the quarter ending December 31, 2022 as an expense within "Other income (expense), net" in the statement of operations. In addition, we will be refining the estimate of the actuarial loss.IAC INC. AND SUBSIDIARIES

~~Following this transaction, the IPC Pension Scheme owns two insurance contracts that are intended to insure 100% of the future designated contractual benefit payments to all covered participants.~~ ~~The value of the annuity contracts and the liabilities with respect to insured participants are expected to match (i.e., the full benefits have been insured).~~ As mentioned above, the benefit obligation was not transferred to the insurer, and Dotdash Meredith remains responsible for paying IPC Pension Scheme pension benefits. While Dotdash Meredith currently does not expect to be required to make additional contributions to the IPC Pension Scheme, this may change based upon future events or as additional information becomes available.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table summarizes the weighted average expected return on plan assets used to determine the net periodic benefit costs at September 30, ~~2022,~~2023 following the remeasurements, ~~during the nine months ended September 30, 2022,~~ and December 31, ~~2021,~~2022, respectively:

September 30, 2022 December 31, 2021
Pension
Domestic International Domestic International
Expected return on plan assets 3.15 % 2.20 % 6.00 % 1.90 %


	September 30, 2023		December 31, 2022
	Pension
	Domestic			Domestic
Expected return on plan assets	4.48	%		2.80	%

The components of net periodic benefit ~~costs,~~(credit) cost, other than the service cost component, are included in "Other income (expense), net" in the statement of operations.

NOTE ~~10—~~8—INCOME TAXES

At the end of each interim period, the Company estimates 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.

~~Table of Contents~~

~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

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 the Company's 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 or benefit in the quarter in which the change occurs. Included in the income tax benefit for the three months ended September 30, ~~2022~~2023 was a benefit of ~~$3.7~~$2.8 million due to a higher estimated annual effective tax rate from that applied to the second ~~quarter’s year to date~~quarter's year-to-date ordinary loss from continuing operations. The higher estimated annual effective rate was due primarily ~~due~~ to the reduced impact that forecasted nondeductible ~~stock-based~~ compensation expense had on the increase in forecasted ordinary pre-tax ~~losses.~~losses and state taxes.

For the three and nine months ended September 30, 2023, the Company recorded an income tax benefit of $118.8 million and $3.6 million, respectively, which represents an effective income tax rate of 23% and 5%, respectively. For the three months ended September 30, 2023, the effective income tax rate was higher than the statutory rate of 21% due primarily to state taxes. For the nine months ended September 30, 2023, the effective income tax rate was lower than the statutory rate of 21% due primarily to nondeductible compensation expense, return to provision adjustments, foreign income taxed at different statutory rates and unconsolidated tax losses, partially offset by research credits and the realization of capital losses. For the three and nine months ended September 30, 2022, the Company recorded an income tax benefit of $26.1 million and $325.5 million, respectively, which represents an effective income tax rate of 28% and 22%, respectively. For the three months ended September 30, 2022, the effective income tax rate was higher than the statutory rate of 21% due primarily to the realization of a capital loss. For the nine months ended September 30, 2022, the effective income tax rate was higher than the statutory rate of 21% due primarily to state taxes, offset by the non-deductible portion of the Mosaic Group goodwill impairment charge. For the three and nine months ended September 30, 2021, the Company recorded an income tax provision of $9.9 million and $151.0 million, which represents an effective income tax rate of 14% and 21%, respectively. For the three months ended September 30, 2021, the effective tax rate was lower than the statutory rate of 21% due primarily to excess tax benefits generated by the exercise and vesting of stock-based awards, partially offset by state taxes, nondeductible stock-based compensation expense, and foreign income taxed at different rates. For the nine months ended September 30, 2021, the effective income tax rate was the same as the statutory rate of 21% due to excess tax benefits generated by the exercise and vesting of stock-based awards, offset by an increase in the valuation allowance on beginning-of-the-year deferred tax assets related to the Spin-off and state taxes.

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.

~~On December 19, 2019, IAC/InterActiveCorp ("Old IAC") entered into a transaction agreement with Match Group, Inc. ("Old MTCH"),~~

Table of Contents

IAC Holdings, Inc. ("New IAC" or the "Company"), a direct wholly-owned subsidiary of Old IAC, and Valentine Merger Sub LLC, an indirect wholly-owned subsidiary of Old IAC. On June 30, 2020, the businesses of Old MTCH were separated from the remaining businesses of Old IAC through a series of transactions that resulted in the pre-transaction stockholders of Old IAC owning shares in two, separate public companies—(1) Old IAC, which was renamed Match Group, Inc. ("New Match") and which owns the businesses of Old MTCH and certain Old IAC financing subsidiaries, and (2) New IAC, which was renamed IAC, and which owns Old IAC's other businesses—and the pre-transaction stockholders of Old MTCH (other than Old IAC) owning shares in New Match. This transaction is referred to as the "MTCH Separation."INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The ~~Company is~~Company's income taxes are routinely under audit by federal, state, local and foreign authorities ~~in the area of income tax~~ as a result of previously filed separate company and consolidated tax returns ~~with Old~~for periods prior to the June 30, 2020 separation of IAC from Match Group (the "Match Separation") and for its tax returns filed on a standalone basis following the ~~MTCH~~Match Separation. 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 Internal Revenue Service ("IRS") has substantially~~On June 27, 2023, the Joint Committee of Taxation completed its ~~audit~~review of ~~Old IAC’s~~the federal income tax returns for the years ended December 31, 2013 through 2019, which include the operations of the ~~Company.~~Company, and approved the audit settlement previously agreed to with the Internal Revenue Services ("IRS"). The statute of limitations for the years 2013 through 2019 ~~has been extended to~~expires on December 31, 2023. The resolution of this IRS examination will result in a net liability to Match Group of $2.5 million excluding interest, which was previously accrued. Returns filed in various other jurisdictions are open to examination for tax years beginning with ~~2014.~~2013. Income taxes payable include unrecognized tax benefits considered sufficient to pay assessments that may result from the examination of prior year tax returns. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may not accurately anticipate actual outcomes and, therefore, may require periodic adjustment. 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.

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~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, unrecognized tax benefits, including interest and penalties, ~~are $18.2~~were $18.9 million and ~~$18.0~~$16.6 million, respectively. Unrecognized tax benefits, including interest and penalties, at September 30, ~~2022~~2023 increased by ~~$0.2~~$2.3 million due primarily to research credits, partially offset by ~~a reduction in foreign reserves.~~settlements. If unrecognized tax benefits at September 30, ~~2022~~2023 are subsequently recognized, ~~$17.1~~$17.9 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount at December 31, ~~2021~~2022 was ~~$16.7~~$15.4 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by ~~$5.0~~$0.8 million by September 30, ~~2023~~2024 due to expected settlements of which ~~$4.9~~$0.7 million would reduce the income tax provision.

The Company regularly assesses the realizability of deferred tax assets considering all available evidence including, to the extent applicable, the nature, frequency and severity of prior cumulative losses, forecasts of future taxable income, tax filing status, the duration of statutory carryforward periods, available tax planning and historical experience. At September 30, ~~2022,~~2023, the Company has a U.S. gross deferred tax asset of ~~$889.6~~$840.4 million that the Company expects to fully utilize on a more likely than not basis. Of this amount, ~~$799.9~~$525.5 million will be utilized upon the future reversal of deferred tax liabilities and the remaining net deferred tax asset of ~~$89.7~~$314.9 million will be utilized based on forecasts of future taxable income. The ~~Company’s~~Company's most significant net deferred tax asset that could expire relates to U.S. federal net operating loss ~~(“NOL”~~("NOL") carryforwards of ~~$91.2~~$40.4 million. The Company expects to generate sufficient future taxable income of at least ~~$434.1~~$192.6 million prior to the expiration of these NOLs, the majority of which expire between ~~2029~~2033 and 2036, to fully realize this deferred tax asset.

NOTE ~~11—(LOSS) EARNINGS~~9—LOSS PER SHARE

The Company treats its common stock and Class B common stock as one class of stock for net earnings (loss) ~~earnings~~ per share ("EPS") purposes as both classes of stock participate in earnings, dividends and other distributions on the same basis. The restricted stock award ~~("the CEO award")~~ granted to our Chief Executive Officer ("CEO") on November 5, 2020 is a participating security and the Company calculates basic EPS using the two-class method since those restricted shares are unvested and have a non-forfeitable dividend right in the event the Company declares a cash dividend on common shares and participate in all other distributions of the Company in the same manner as all other IAC common shares. Diluted EPS is calculated, on the most dilutive basis, which excludes awards that would be anti-dilutive, including the ~~CEO award.~~restricted stock award granted to our CEO.

Undistributed earnings allocated to the participating security is subtracted from earnings in determining earnings attributable to holders of IAC common stock and Class B common stock for basic EPS. Basic EPS is computed by dividing net earnings (loss) ~~earnings~~ attributable to holders of IAC common stock and Class B common stock by the weighted-average number of shares of common stock and Class B common stock outstanding during the period.

For the calculation of diluted EPS, net earnings (loss) ~~earnings~~ attributable to holders of IAC common stock and Class B common stock is adjusted for the impact from our public subsidiary's dilutive securities, if applicable, and the reallocation of undistributed earnings allocated to the participating security by the weighted-average number of common stock and Class B common stock outstanding plus dilutive securities during the period.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The numerator and denominator of basic and diluted EPS computations for the Company’s common stock and Class B common stock are calculated as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands, except per share data)
Basic EPS:
Numerator:
Net (loss) earnings from continuing operations $ (65,847) $ 61,047 $ (1,182,139) $ 583,317
Net loss (earnings) attributable to noncontrolling interests of continuing operations 2,024 (357) 13,388 3,275
Net earnings attributed to unvested participating security — (2,040) — (19,749)
Net (loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,650 $ (1,168,751) $ 566,843
Loss from discontinued operations, net of tax $ — $ — $ — $ (1,831)
Net earnings attributable to noncontrolling interests of discontinued operations — — — (186)
Net loss attributed to unvested participating security — — — 68
Net loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (1,949)
Net (loss) earnings attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,650 $ (1,168,751) $ 564,894
Denominator:
Weighted average basic IAC Common Stock and Class B common stock shares outstanding(a)
86,022 86,258 86,515 86,106
(Loss) earnings per share:
(Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.68 $ (13.51) $ 6.58
Loss per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (0.02)
(Loss) earnings per share attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.68 $ (13.51) $ 6.56


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands, except per share data)
Basic EPS:
Numerator:
Net loss	$	(392,022)	$	(65,847)	$	(68,333)	$	(1,182,139)
Net loss attributable to noncontrolling interests	1,484		2,024		6,525		13,388
Net earnings attributed to unvested participating security	—		—		—		—
Net loss attributable to IAC common stock and Class B common stock shareholders	$	(390,538)	$	(63,823)	$	(61,808)	$	(1,168,751)

Denominator:
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)	82,826		86,022		83,804		86,515

Loss per share attributable to IAC common stock and Class B common stock shareholders:
Loss per share	$	(4.72)	$	(0.74)	$	(0.74)	$	(13.51)

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands, except per share data)
Diluted EPS:
Numerator:
Net (loss) earnings from continuing operations $ (65,847) $ 61,047 $ (1,182,139) $ 583,317
Net loss (earnings) attributable to noncontrolling interests of continuing operations 2,024 (357) 13,388 3,275
Net earnings attributed to unvested participating security — (1,938) — (18,494)
Impact from public subsidiaries' dilutive securities(b)
— 91 — 245
Net (loss) earnings from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,843 $ (1,168,751) $ 568,343
Loss from discontinued operations, net of tax $ — $ — $ — $ (1,831)
Net earnings attributable to noncontrolling interests of discontinued operations — — — (186)
Net loss attributed to unvested participating security — — — 64
Net loss from discontinued operations attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (1,953)
Net (loss) earnings attributable to IAC Common Stock and Class B common stock shareholders $ (63,823) $ 58,843 $ (1,168,751) $ 566,390
Denominator:
Weighted average basic IAC Common Stock and Class B common stock shares outstanding(a)
86,022 86,258 86,515 86,106
Dilutive securities(b)(c)(d)
— 4,818 — 6,089
Denominator for earnings per share—weighted average shares(b)(c)(d)
86,022 91,076 86,515 92,195
(Loss) earnings per share:
(Loss) earnings per share from continuing operations attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.65 $ (13.51) $ 6.16
Loss per share from discontinued operations, net of tax, attributable to IAC Common Stock and Class B common stock shareholders $ — $ — $ — $ (0.02)
(Loss) earnings per share attributable to IAC Common Stock and Class B common stock shareholders $ (0.74) $ 0.65 $ (13.51) $ 6.14


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands, except per share data)
Diluted EPS:
Numerator:
Net loss	$	(392,022)	$	(65,847)	$	(68,333)	$	(1,182,139)
Net loss attributable to noncontrolling interests	1,484		2,024		6,525		13,388
Net earnings attributed to unvested participating security	—		—		—		—
Impact from public subsidiaries' dilutive securities(b)	—		—		—		—
Net loss attributable to IAC common stock and Class B common stock shareholders	$	(390,538)	$	(63,823)	$	(61,808)	$	(1,168,751)

Denominator:
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)	82,826		86,022		83,804		86,515
Dilutive securities(b)(c)	—		—		—		—
Denominator for earnings per share—weighted average shares(b)(c)	82,826		86,022		83,804		86,515

Loss per share attributable to IAC common stock and Class B common stock shareholders:
Loss per share	$	(4.72)	$	(0.74)	$	(0.74)	$	(13.51)

_____________________

(a) On November 5, 2020, IAC's CEO was granted a stock-based award in the form of 3.0 million shares of restricted common stock. The number of shares that ultimately vests is subject to the satisfaction of growth targets in IAC's stock price over the 10-year service condition of the award. These restricted shares have a non-forfeitable dividend right in the event the Company declares a cash dividend on its common shares and participate in all other distributions of the Company in the same manner as all other IAC common shares. Accordingly, the two-class method of calculating EPS is used. While the restricted shares are presented as outstanding shares in the balance sheet, these shares are excluded from the weighted average shares outstanding in calculating basic EPS and the allocable portion of net earnings are also excluded. Fully diluted EPS reflects the impact on earnings and fully diluted shares in the manner that is most dilutive.

(b) IAC has the option to settle certain Angi Inc. stock-based awards in its shares. For the three and nine months ended September 30, 2022, the Company had a loss from continuing operations and as a result these awards were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive. For the three and nine months ended September 30, 2021 it was more dilutive for IAC to settle these Angi Inc. equity awards. The impact on net earnings relates to the settlement of Angi Inc.'s dilutive securities in IAC common shares.

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~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~(c)~~For the three and nine months ended September 30, 2023 and 2022, these Angi Inc. equity awards were anti-dilutive.

(c) For the three and nine months ended September 30, 2023 and 2022, the Company had a loss from ~~continuing~~ operations and, as a result, approximately 8.0 million and 8.0 million potentially dilutive securities, respectively, were excluded from computing diluted EPS because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute the EPS amounts for the three and nine months ended September 30, 2023 and 2022.

~~(d)~~
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 and subsidiary denominated equity and vesting of restricted common stock, restricted stock units ("RSUs") and market-based awards ("MSUs"). For both the three and nine months ended September 30, 2021, 3.0 million potentially dilutive securities related to the CEO award were excluded from the calculation of diluted EPS because their inclusion would have been anti-dilutive.

~~NOTE 12—DISCONTINUED OPERATIONS~~

On May 25, 2021, IAC completed the Spin-off. Following the Spin-off, Vimeo became an independent, separately traded public company. Therefore, Vimeo is presented as a discontinued operation within IAC's financial statements for all periods prior to Ma~~y 25, 2021~~.

~~The components of the loss from discontinued operations for the period January 1, 2021 through May 25, 2021 in the statement of operations consisted of the following:~~


	~~January 1 through May 25, 2021~~
	~~(In thousands)~~
~~Revenue~~	$	~~145,514~~
~~Operating costs and expenses:~~
~~Cost of revenue (exclusive of depreciation shown separately below)~~	~~39,995~~
~~Selling and marketing expense~~	~~54,774~~
~~General and administrative expense~~	~~23,343~~
~~Product development expense~~	~~35,651~~
~~Depreciation~~	~~182~~
~~Amortization of intangibles~~	~~2,983~~
~~Total operating costs and expenses~~	~~156,928~~
~~Operating loss from discontinued operations~~	~~(11,414)~~
~~Interest expense~~	~~(140)~~
~~Other income, net~~	~~10,172~~
~~Loss from discontinued operations before tax~~	~~(1,382)~~
~~Income tax expense~~	~~(449)~~
~~Loss from discontinued operations, net of tax~~	$	~~(1,831)~~

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE ~~13—~~10—FINANCIAL STATEMENT DETAILS

Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet to the total amounts shown in the statement of cash flows:


		September 30, 2022		December 31, 2021		September 30, 2021		December 31, 2020			September 30, 2023		December 31, 2022		September 30, 2022		December 31, 2021
		(In thousands)									(In thousands)
Cash and cash equivalents	Cash and cash equivalents	$	1,607,384	$	2,118,730	$	3,404,913	$	3,366,176	Cash and cash equivalents	$	1,252,212	$	1,417,390	$	1,607,384	$	2,118,730
Restricted cash included in other current assets	Restricted cash included in other current assets	2,872		1,941		14,027		448		Restricted cash included in other current assets	8,215		1,165		2,872		1,941
Restricted cash included in other non-current assets	Restricted cash included in other non-current assets	6,815		1,193		1,217		449		Restricted cash included in other non-current assets	371		7,514		6,815		1,193
Cash, cash equivalents, and restricted cash included in current assets of discontinued operations		—		—		—		110,037

Total cash and cash equivalents and restricted cash as shown on the statement of cash flows	Total cash and cash equivalents and restricted cash as shown on the statement of cash flows	$	1,617,071	$	2,121,864	$	3,420,157	$	3,477,110	Total cash and cash equivalents and restricted cash as shown on the statement of cash flows	$	1,260,798	$	1,426,069	$	1,617,071	$	2,121,864

Restricted cash included in "Other current assets" in the balance sheet at September 30, 2023 primarily consists of cash held in escrow related to the funded pension plan in the U.K and cash held related to insurance programs at Care.com. Restricted cash included in "Other non-current assets" in the balance sheet at September 30, 2023 consists of deposits related to leases.

Restricted cash included in "Other current assets" in the balance sheet at December 31, 2022 includes cash held related to insurance programs at Care.com. Restricted cash included in "Other non-current assets" in the balance sheet at December 31, 2022 primarily consists of cash held in escrow related to the funded pension plan in the U.K. as well as a check endorsement guarantee at the Roofing segment and deposits related to leases.

Restricted cash included in "Other current assets" in the balance sheet at September 30, 2022 primarily consists of cash held related to insurance programs at Bluecrew and Care.com. Restricted cash included in "Other non-current assets" in the balance sheet at September 30, 2022 primarily consists of cash held in escrow related to the funded pension plan in the U.K. as well as a check endorsement guarantee at the Roofing segment and deposits related to leases.

Restricted cash included in "Other current assets" in the balance sheet at December 31, 2021 primarily consists of cash held in escrow related to the ~~IPC Pension Scheme the Company assumed in connection with the acquisition of Meredith.~~

~~Restricted cash included in "Other current assets"~~funded pension plan in the balance sheet at September 30, 2021 primarily consists of cash received from customers at Care.com’s payment solutions business, representing funds collected for payroll and related taxes, which were not remitted as of the period end.

Restricted cash included in "Other current assets" in the balance sheet at December 31, 2020 primarily consists of funds collected from service providers for payments in dispute, which are not settled as of the period end, and cash reserved to fund insurance claims at Angi Inc.

Restricted cash included in "Other non-current assets" in the balance sheet at September 30, 2022 primarily consists of cash held in escrow related to the IPC Pension Scheme the Company assumed in connection with the acquisition of Meredith as well as deposits related to leases and an endorsement guarantee related to insurance at Angi Roofing.

U.K. Restricted cash included in "Other non-current assets" in the balance sheet at December 31, 2021 consists of deposits related to leases and ana check endorsement guarantee ~~related to insurance~~ at ~~Angi Roofing. Restricted cash included in "Other non-current assets" in~~ the ~~balance sheet for all other periods presented consists of deposits related to leases.~~Roofing segment.

Credit Losses

The following table presents the changes in the allowance for credit losses for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively:


		2022		2021			2023		2022
		(In thousands)					(In thousands)
Balance at January 1	Balance at January 1	$	36,637	$	27,178	Balance at January 1	$	50,971	$	36,556
Current period provision for credit losses	Current period provision for credit losses	87,657		66,428		Current period provision for credit losses	71,294		87,657
Write-offs charged against the allowance	Write-offs charged against the allowance	(73,807)		(55,942)		Write-offs charged against the allowance	(83,178)		(73,390)
Recoveries collected	Recoveries collected	4,152		1,896		Recoveries collected	4,466		4,152
Other						Other	12		(336)
Balance at September 30	Balance at September 30	$	54,639	$	39,560	Balance at September 30	$	43,565	$	54,639

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Accumulated Amortization and Depreciation

The following table provides the accumulated amortization and depreciation within the balance sheet:


Asset Category	Asset Category	September 30, 2022		December 31, 2021		Asset Category	September 30, 2023		December 31, 2022
		(In thousands)					(In thousands)
ROU assets included in other non-current assets		$	129,487	$	87,052
Right-of-use assets included in other non-current assets						Right-of-use assets included in other non-current assets	$	243,218	$	157,650
Capitalized software, equipment, buildings and leasehold improvements	Capitalized software, equipment, buildings and leasehold improvements	$	276,822	$	496,887	Capitalized software, equipment, buildings and leasehold improvements	$	346,303	$	274,473
Intangible assets	Intangible assets	$	507,797	$	278,831	Intangible assets	$	737,581	$	582,063

Other income (expense), net

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(In thousands)
Realized gain related to the sale of investments $ 11,840 $ 3,022 $ 12,302 $ 3,103
Interest income 8,778 216 11,918 931
Unrealized increase in the estimated fair value of a warrant 8,467 47,075 21,318 102,331
Upward (downward) adjustments to the carrying value of equity securities without readily determinable fair values 8,245 7,516 (14,131) 8,892
Net periodic pension benefit credits (costs), other than the service cost component(a)
1,871 — (75,317) —
Unrealized (loss) gain related to marketable equity securities (13,972) 25,794 (8,316) 25,794
Foreign exchange losses, net(b)
(5,196) (858) (11,425) (11,976)
Realized (loss) gain on the sale of a marketable equity security — (3,536) — 7,174
Loss on extinguishment of debt(c)
— — — (1,110)
Other (355) 310 603 (1,751)
Other income (expense), net $ 19,678 $ 79,539 $ (63,048) $ 133,388


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(In thousands)
Interest income	$	18,342	$	8,778	$	52,612	$	11,918
Unrealized increase (decrease) in the estimated fair value of a warrant	6,457		8,467		(1,274)		21,318
Net realized gains on sales of businesses, investments and upward (downward) adjustments to the carrying value of equity securities without readily determinable fair values	1,318		20,361		2,666		265
Net periodic pension benefit credit (cost), other than the service cost component(a)	743		1,871		217		(75,317)
Foreign exchange (losses) gains, net	(1,685)		(5,196)		396		(11,425)
Unrealized losses related to marketable equity securities	(257)		(13,972)		(145)		(8,316)



Other	537		(631)		5,717		(1,491)
Other income (expense), net	$	25,455	$	19,678	$	60,189	$	(63,048)

_____________________

(a) Includes pre-tax actuarial gains of $1.0 million and $1.2 million related to the pension plans in the U.S. for the three and nine months ended September 30, 2023, respectively and includes a pre-tax actuarial gain of $2.6 million related to the funded pension plan in the U.S. for the three months ended September 30, 2022 ~~related to Meredith's funded pension plan in the U.S.~~ and a pre-tax actuarial loss of ~~$76.1~~$76.0 million ~~for the nine months ended September 30, 2022~~ related to ~~Meredith's~~the funded pension plans in the U.K.~~, consisting of~~ and U.S. for the ~~IPC Pension Scheme, and the U.S.~~nine months endedSeptember 30, 2022. See "Note 9—7—Pension and Postretirement Benefit Plans" for additional information.

~~(b)~~ ~~Includes $10.0 million in foreign exchange losses primarily related to the substantial liquidation of certain foreign subsidiaries in the nine months ended September 30, 2021.~~

~~(c)~~ ~~Represents the write-off of deferred debt issuance costs related to the ANGI Group Term Loan, which was repaid in its entirety during the second quarter of 2021.~~

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~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

NOTE ~~14—~~11—CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes accruals 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 ~~the Company~~it believes an unfavorable outcome is not probable and, therefore, no accrual is established. Although management currently believes that resolving claims against the Company, 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 uncertain income tax positions 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 ~~10—~~8—Income Taxes" for ~~additional~~ information related to uncertain income tax ~~contingencies.~~positions.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE ~~15—~~12—RELATED PARTY TRANSACTIONS

IAC and Angi Inc.

Allocation of CEO Compensation and Certain Expenses

Joseph Levin, CEO of IAC and Chairman of Angi Inc., was appointed CEO of Angi Inc. on October 10, 2022. As a result, for the three and nine months ended September 30, 2023, IAC allocated $2.6 million and $7.2 million, respectively, in costs to Angi Inc. (including salary, benefits, stock-based compensation and costs related to the CEO's office). These costs were allocated from IAC based upon time spent on Angi Inc. by Mr. Levin. Management considers the allocation method to be reasonable. The allocated costs also include costs directly attributable to Angi Inc. that were initially paid for by IAC and billed by IAC to Angi Inc.

The Combination and Related Agreements

The Company and Angi Inc., in connection with the transaction resulting in the formation of Angi Inc. in 2017, which is referred to as the "Combination," entered into a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters ~~agreement.~~

~~There were no shares of Angi Inc. Class A or Class B common stock issued to IAC pursuant to the employee matters~~ agreement, during the three and nine months ended September 30, 2022. During 2022, there have been no IAC equity awards held by Angi Inc. employees exercised or vested, and no exercises and settlements of Angi Inc. stock appreciation rights, that would require reimbursement to IAC in Angi Inc. Class A and Class B common stock.

For the three and nine months ended September 30, 2021, less than 0.1 million and 2.6 million shares, respectively, of Angi Inc. Class A common stock were issued to a subsidiary of the Company pursuant to the employee matters agreement as reimbursement for IAC common stock issued in connection with the exercise and settlement of certain Angi Inc. stock appreciation rights.

For the three and nine months ended September 30, 2021, less than 0.1 million and 0.2 million shares, respectively, of Angi Inc. Class B common stock were issued to a subsidiary of the Company pursuant to the employee matters agreement as reimbursement for shares of IAC common stock issued in connection with the exercise and vesting of IAC equity awards held by Angi Inc. employees.

~~IAC and Vimeo~~

~~Following the Spin-off,~~which collectively govern the relationship between IAC and Angi Inc.

IAC and Vimeo ~~is governed by a number~~Inc. ("Vimeo")

In connection with the spin-off of ~~agreements. These~~Vimeo from IAC, the parties entered in several agreements ~~include~~to govern their relationship following the completion of the transaction, certain of which remain in effect and are as follows: a separation ~~agreement;~~agreement, a tax matters ~~agreement; a transition services agreement;~~agreement and an employee matters ~~agreement;~~agreement. Following the completion of the transaction, Vimeo and ~~office~~IAC entered into certain commercial agreements, including lease ~~agreements.~~agreements, which IAC believes are ordinary course and have been negotiated at arm's length. The Company and Vimeo are related parties because Mr. Diller is the beneficial owner of more than 10% of the voting interests in both IAC and Vimeo.

~~At September 30, 2022 and December 31, 2021, Vimeo had no~~The Company has an outstanding ~~payables or receivables~~receivable of $0.8 million due ~~to or due from the Company pursuant to the tax sharing agreement. There were no payments to or refunds~~ from Vimeo pursuant to ~~this~~the separation agreement ~~for the three and nine months ended~~at September 30, ~~2022, the three months ended September 30, 2021 and for the period following the Spin-off of May 25, 2021 through September 30, 2021.~~

For the three and nine months ended September 30, 2022, Vimeo was charged $0.1 million and $0.3 million, respectively, by IAC for services rendered pursuant to the transition services agreement. For the three months ended September 30, 2021 and for the period following the Spin-off of May 25, 2021 through September 30, 2021, Vimeo was charged $0.4 million and $0.6 million, respectively, by IAC for services rendered pursuant to the transition service agreement. At September 30, 20222023 and December 31, ~~2021, there were no outstanding receivables or payables pursuant to the transition services agreement.~~

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~~IAC INC. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Vimeo had an outstanding payable due to the Company of $6.4 million at December 31, 2021 related primarily to reimbursements due to the Company for the exercise of Vimeo equity awards held by employees of the Company and Vimeo's participation in the Company's employee benefit plans. This amount was included in “Other current assets" in the balance sheet at December 31, 2021 and was paid in full in January 2022. ~~At September 30, 2022, Vimeo had no outstanding payable due to the Company.~~

For the three and nine months ended September 30, 2022, Vimeo was charged $0.7 million and $3.7 million, respectively, of rent pursuant to the lease agreements. For the three months ended September 30, 2021 and for the period following the Spin-off of May 25, 2021 through September 30, 2021, Vimeo was charged $1.1 million and $1.5 million, respectively, of rent pursuant to the lease agreements. At September 30, 2022, Vimeo had an outstanding payable due to the Company of $0.2 million pursuant to the lease agreements. This amount is included in "Other current assets" in the balance sheet atand was paid in full in October 2023.

The Company charged Vimeo rent pursuant to lease agreements of $0.9 million and $2.6 million for the three and nine months ended September 30, 2023, respectively, and $0.7 million and $3.7 million for the three and nine months ended September 30, 2022, ~~and~~respectively. At September 30, 2023, the Company has an outstanding receivable of $0.2 million due from Vimeo pursuant to the lease agreements. This amount is ~~expected to be paid~~included in "Other non-current assets" in the ~~fourth quarter of 2022.~~balance sheet. At December 31, ~~2021,~~2022, there were no outstanding receivables due from Vimeo pursuant to the lease agreements.

IAC and Expedia

~~The~~At September 30, 2023, the Company and Expedia each ~~have~~had a 50% ownership interest in ~~three~~two aircraft that may be used by both companies. Members of the aircraft flight crews are employed by an entity in which the Company and Expedia each have a 50% ownership interest. The Company and Expedia have agreed to share costs relating to flight crew compensation and benefits pro-rata according to each company’s respective usage of the aircraft, for which they are separately billed by the entity described above. The Company and Expedia are related parties because Mr. Diller serves as Chairman and Senior Executive of both IAC and Expedia. For the three and nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, total payments made to this entity by the Company were not material.

In addition, ~~in December 2021, the Company and Expedia entered into agreements pursuant to which~~ Expedia may use ~~additional~~certain aircraft owned 100% by a subsidiary of the Company on a cost basis. For the three and nine months ended September 30, 2023 and 2022, ~~total~~the payments made by Expedia to the Company pursuant to this arrangement were not material.

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IAC INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

NOTE ~~16—~~13—SUBSEQUENT EVENT

On November ~~9, 2022, the Company~~1, 2023, Angi Inc. completed the sale of ~~Bluecrew, which is included in~~100% of its wholly-owned subsidiary Total Home Roofing, LLC ("THR") to a non-public third party. THR comprises the ~~Emerging & Other segment, to EmployBridge, a provider~~entirety of ~~light industrial staffing solutions, for cash and stock with the Company becoming a minority shareholder in the combined company.~~Angi Inc.'s Roofing segment.

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

GENERAL

~~Acquisition of Meredith~~

On December 1, 2021, Dotdash Media Inc. (formerly known as About Inc., and referred to herein as "Dotdash"), a wholly-owned subsidiary of IAC Inc. (formerly known as IAC/InterActiveCorp, referred to herein as "IAC"), completed the acquisition of Meredith Holdings Corporation ("Meredith"), which holds Meredith Corporation's national media business, consisting of its digital and magazine businesses, and its corporate operations. The parent of the combined entity is Dotdash Meredith, Inc. ("Dotdash Meredith").

~~Vimeo Spin-off~~

Management Overview

As used herein, "IAC," the "Company," "we," "our" or "us" and similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).

For a more detailed description of the Company's operating businesses, see "Description of IAC Businesses" included in "Item 1—Business" to the Company's Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Defined Terms and Operating Metrics:

Unless otherwise indicated or as the context otherwise requires, certain terms used in this quarterly report, which include the principal operating metrics we use in managing our business, are defined below:

Reportable Segments (for additional information see "Note 8—5—Segment Information" to the financial statements included in "Item 1. 1—Consolidated Financial Statements"):

•Dotdash Meredith - is one of the largest digital and print publishers in America. From mobile to magazines, nearly 200 million people trust us to help them make decisions, take action and find inspiration. Dotdash Meredith's over 40 iconic brands include PEOPLE, Better Homes & Gardens, Verywell, FOOD & WINE, The Spruce, Allrecipes, Byrdie, REAL SIMPLE, Investopedia and Southern Living. Dotdash Meredith has two operating segments: (i) Digital, which includes its digital, mobile and licensing operations; and (ii) Print, which includes its magazine subscription and newsstand operations;

•Angi Inc. - a publicly traded company that connects quality home service professionals with consumers across more than 500 different categories, from repairing and remodeling homes to cleaning and landscaping. In the fourth quarter of 2022, the Angi Inc. segment presentation was changed to reflect the following operating segments: (i) Ads and Leads, (ii) Services, (iii) Roofing and (iv) International (consisting of businesses in Europe and Canada). Angi Inc.'s financial information for all prior periods, including the three and nine months ended September 30, 2022, included herein, has been recast to reflect this four operating segment presentation. At September 30, ~~2022,~~2023, the Company’s economic ~~interest~~ and voting ~~interest~~interests in Angi Inc. were ~~84.3%~~83.8% and ~~98.2%~~98.1%, respect~~ively.~~ively;

•Search - consists of Ask Media Group, a collection of websites providing general search services and information, and Desktop, which includes our direct-to-consumer downloadable desktop applications and our business-to-business partnership ~~operations.~~operations; and

•Emerging & Other - consists of:

•Care.com, - a leading online destination for families to ~~easily~~ connect with caregivers for their children, aging parents, pets and homes and for ~~a wide variety of~~ caregivers to ~~easily~~ connect with ~~families.~~families seeking care services. Care.com's brands include Care For Business, Care.com offerings to enterprises and HomePay;

~~Table of Contents~~

•Mosaic Group, - a leading developer and provider of global subscription mobile applications. Mosaic ~~Group has a~~Group's portfolio of applications includes some of the largest and most popular applications in the following verticals: Communications (RoboKiller, TapeACall, Trapcall), Language (iTranslate, ~~Grammatica~~Speak & Translate), Weather (Clime: NOAA Weather Radar Live, Weather Live), Business (PDF Hero, Scan Hero)~~, Health (Window - Intermittent Fasting~~) and Lifestyle (Blossom, Pixomatic); and

•~~Bluecrew~~, Vivian Health, ~~The~~ Daily Beast, IAC Films and, ~~Newco~~for periods prior to its sale on November 9, 2022, ~~(an IAC incubator)~~Bluecrew.

Table of Contents

Dotdash Meredith

•Digital Revenue -~~consists principally of display~~ includes advertising revenue, performance marketing revenue and licensing and other revenue.

•◦~~Dotdash Display~~ Advertising ~~Revenue~~ revenue- primarily includes revenue generated from display advertisements sold both directly through our sales team and via programmatic exchanges.

•◦~~Dotdash~~ Performance ~~Marketing Revenue~~ marketing revenue- primarily includes revenue generated through affiliate commerce, affinity marketing channels and performance marketing ~~commissions~~commissions. Affiliate commerce commission revenue is generated when ~~consumers are directed from our properties~~Dotdash Meredith refers users to ~~third-party service providers. Affiliate~~ commerce ~~commissions are generated when a consumer completes~~partner websites resulting in a purchase or transaction. Affinity marketing programs market and place magazine subscriptions for both Dotdash Meredith and third-party publisher titles. Performance marketing commissions are generated on a cost-per-click or cost-per-action basis.

◦Licensing and Other revenue - primarily includes revenue generated through brand and content licensing agreements. Brand licensing generates royalties from multiple long-term trademark licensing agreements with retailers, manufacturers, publishers and service providers. Content licensing royalties are earned from our relationship with Apple News + as well as other content distribution relationships.

•Print Revenue - primarily includes subscription, advertising, newsstand ~~advertising~~ and performance marketing revenue.

Angi Inc.

•~~Angi~~ Ads and Leads Revenue - primarily reflects domestic ~~ads and leads revenue, including~~ consumer connection revenue for consumer matches, revenue from service professionals under contract for advertising and membership subscription revenue from service professionals and consumers.

•~~Angi~~ Services Revenue - primarily reflects domestic revenue from pre-priced offerings by which the consumer requests services through an Angi Inc. platform and Angi Inc. connects them with a service professional to perform the service. From January 1, 2020 through December 31, 2022, Services recorded revenue on a gross basis. Effective January 1, 2023, Angi Inc. modified the Services terms and conditions so that the service professional, rather than Angi Inc., has the contractual relationship with the consumer to deliver the service and Angi Inc.'s performance obligation to the consumer is to connect them with the service professional. This change in contractual terms requires revenue to be reported as the net amount of what is received from the consumer after deducting the amounts owed to the service professional providing the service effective for all arrangements entered into after December 31, 2022. There is no impact to operating loss or Adjusted EBITDA from this change in revenue recognition. For the three and nine months ended September 30, 2022, if Services revenue were recorded on a net basis, revenue would have been reduced by $64.8 million and $187.5 million, respectively.

•RoofingRevenue- primarily reflects revenue from the roof replacement business offering by which the consumer purchases services directly from Angi Inc. and Angi Inc. engages a service professional to perform the ~~service and includes revenue from~~service. On November 1, 2023, Angi Inc. completed the sale of 100% of its wholly-owned subsidiary Total Home Roofing, ~~Inc.~~LLC ("THR") to a non-public third party. THR comprises the entirety of Angi ~~Roofing"), which was acquired on July 1, 2021.~~Inc.'s Roofing segment.

•~~Angi~~ International Revenue- primarily reflects revenue generated within the International segment (consisting of businesses in Europe and Canada), including consumer connection revenue for consumer matches and membership subscription revenue from service professionals and consumers.

•Service Requests ~~("Service Requests")~~ - are (i) fully completed and submitted domestic ~~customer~~ service requests for connections with Ads and ~~includes Angi~~Leads service professionals, (ii) contacts to Ads and Leads service professionals generated via the service professional directory from unique users in unique categories (such that multiple contacts from the same user in the same category in the same day are counted as one Service Request) and (iii) requests to book Services ~~requests~~jobs in the period.

•Monetized Transactions - are (i) Service Requests that are matched to a paying Ads and Leads service professional in the period and (ii) completed and in-process Services jobs in the period; a single service request can result in multiple monetized transactions.

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Operating Costs and Expenses:

•Cost of revenue (exclusive of depreciation) - consists primarily of traffic acquisition costs, which ~~includes~~include (i) payments made to partners who direct traffic to our Ask Media Group websites and who distribute our business-to-business customized browser-based applications and (ii) the amortization of fees paid to Apple and Google related to the distribution of apps and the facilitation of in-app ~~purchases of product features.~~purchases. Traffic acquisition costs include payment of amounts based on revenue share and other arrangements. Cost of revenue also includes production, distribution and editorial costs at Dotdash Meredith, payments made to independent third-party service professionals who ~~perform~~performed work contracted under ~~Angi~~ Services arrangements that were entered into prior to January 1, 2023 and the change to net revenue reporting, compensation expense (including stock-based compensation expense) and other employee-related costs, roofing material and third-party contactor costs associated with ~~Angi~~ Roofing arrangements, credit card processing fees, payments made to workers staffed by Bluecrew for periods prior to its sale on November 9, 2022, hosting fees and payments made to care providers for Care For Business.

•Selling and marketing expense - consists primarily of advertising expenditures, which include online marketing expenditures, including fees paid to search engines, social media sites, other online marketing platforms, app platforms and partner-related payments to those who direct traffic to the brands within our Angi Inc. segment, offline marketing expenditures, which is primarily consists of costs related to television advertising, compensation expense (including stock-based compensation expense) and other employee-related costs for sales force and marketing personnel, subscription acquisition costs related to Dotdash Meredith, ~~and~~ outsourced personnel and consulting ~~costs.~~costs and service guarantee expense at Angi Inc.

~~Table of Contents~~

•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 Care.com, which includes customer service costs within "Cost of revenue" in the statement of operations), fees for professional services (including transaction-related costs related to the acquisition of Meredith ~~the Spin-off~~Holdings Corporation ("Meredith") and other ~~acquisitions and dispositions)~~acquisitions), provision for credit losses, rent expense and facilities cost, software license and maintenance costs and acquisition-related contingent consideration fair value adjustments (described below). The customer service function at Angi Inc. 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 and third-party contractor costs that are not capitalized for personnel engaged in the design, development, testing and enhancement of product offerings and related technology and software license and maintenance costs.

•Acquisition-related contingent consideration fair value adjustments - relate to the portion of the purchase price of certain acquisitions that is contingent upon the financial performance and/or operating metric targets 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 financial performance and/or operating metrics will result in a significantly higher or lower fair value measurement. The changesChanges in the estimated fair value of the contingent consideration arrangements are recognized 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 statement of operations.

Long-term debt (for additional information see "Note 6—3—Long-term Debt" to the financial statements included in "Item 1. 1—Consolidated Financial Statements"):

•Dotdash Meredith Term Loan A - due December 1, 2026. ~~The~~At September 30, 2023 and December 31, 2022, the outstanding balance of the Dotdash Meredith Term Loan A ~~is $336.9~~was $319.4 million and ~~$350.0~~$332.5 million, ~~at September 30, 2022 and December 31, 2021,~~ respectively, and bore interest at an adjusted term secured overnight financing rate ("Adjusted Term SOFR") plus 2.25% ~~and 2.00%~~, or ~~4.86%~~7.60% and ~~2.15%~~5.91%, ~~at September 30, 2022 and December 31, 2021,~~ respectively. The Dotdash Meredith Term Loan A has quarterly principal payments.

•Dotdash Meredith Term Loan B - due December 1, 2028. ~~The~~At September 30, 2023 and December 31, 2022, the outstanding balance of the Dotdash Meredith Term Loan B iswas $1.23 billion and $1.24 billion, ~~and $1.25 billion at September 30, 2022 and December 31, 2021,~~ respectively, and bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 4.00%, or ~~6.61%~~9.43% and ~~4.50%~~8.22%, ~~at September 30, 2022 and December 31, 2021,~~ respectively. The Dotdash Meredith Term Loan B has quarterly principal payments.

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•Dotdash Meredith Revolving Facility - Dotdash Meredith's $150.0 million revolving credit facility expires on December 1, 2026. At September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, there were no outstanding borrowings under the Dotdash Meredith Revolving Facility.

•ANGI Group Senior Notes - on August 20, 2020, ANGI Group, LLC ("ANGI Group"), a direct wholly-owned subsidiary of Angi Inc., issued $500 million of its 3.875% Senior Notes due August 15, 2028, with interest payable February 15 and August 15 of each year.

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 and a reconciliation of net ~~(loss) earnings~~loss attributable to IAC shareholders to operating loss to Adjusted EBITDA for the three and nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022.

~~Angi Inc.'s Brand Integration Initiative~~Dotdash Meredith Restructuring and Other Charges

~~In March 2021, ANGI Homeservices Inc. changed its name~~Restructuring Charges

During 2023, Dotdash Meredith continued to ~~Angi Inc. and updated one of its leading websites and brands, Angie’s List,~~incur costs related to ~~Angi, and since then, has concentrated its marketing investment in the Angi brand in order to focus its marketing, sales, and branding efforts on~~ a ~~single brand.~~

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Angi Inc. relies heavily on free, or organic, search results from search engine optimization and paid search engine marketing to drive traffic to its websites. This brand integration initiative initially adversely affected the placement and ranking of Angi Inc. websites, particularly Angi.com, in organic search results. Angi Inc. has now passed the anniversary of the rebranding and organic search results continue to improve relative to the same period in 2021. Angi Inc. expects this positive trend to continue. However, organic search results are still below pre-March 2021 levels. The shift of marketing to support Angi, away from HomeAdvisor, powered by Angi, has had and continues to have a negative effect on the efficiency of its search engine marketing efforts. Angi Inc. will continue to optimize the efficiency and conversion of marketing to HomeAdvisor to maintain profitable demand generation to that domain for the foreseeable future but they do expect the trend of declining traffic to continue due to sustained marketing emphasis in favor of Angi.

~~Angi Services Investment~~

~~Angi Services was launched in August 2019, and Angi Inc. has invested and continues to invest significantly in Angi Services since then. Angi Inc.'s investment in Angi Services peaked~~voluntary retirement program announced in the first quarter of ~~2022. As a result, on a sequential basis, the negative impact on profits has declined in each quarter of~~ 2022 and ~~is expected~~recorded adjustments to ~~decline~~previously accrued amounts related to a reduction in force plan, for which the related expenses were accrued primarily in the fourth quarter of 2022 relative to the third quarter. On a year-over-year basis, the positive impact on profits began in the third quarter of 2022 and Angi Inc. expects that positive year-over-year trend to continue in the fourth quarter of 2022 and into 2023.

~~Dotdash Meredith Restructuring Charges~~2022.

~~In the first quarter of~~During 2022, Dotdash Meredith ~~announced~~management committed to several actions to improve efficiencies and better align its ~~plans to discontinue~~cost structure following the acquisition of Meredith on December 1, 2021, which included: (i) the discontinuation of certain print publications and the shutdown of PeopleTV, ~~to focus~~for which the ~~portfolio and further enable investments toward digital growth. The discontinued print publications consist of~~ ~~Entertainment Weekly, InStyle, EatingWell, Health, Parents,~~ ~~and~~ ~~People en Español, with the April 2022 issues as the final print editions, and~~ ~~Martha Stewart Living, with the May 2022 issue as the final print edition. Dotdash Meredith also announced a voluntary retirement program~~related expense was primarily reflected in the first quarter of 2022, ~~to its employees who met~~(ii) the aforementioned voluntary retirement program, for which the related expense was primarily reflected in the first half of 2022, (iii) the consolidation of certain ~~age and service requirements. In addition, actions were taken to improve efficiencies following the Meredith acquisition, including vacating~~ leased office ~~space.~~space, for which the related expense was reflected in the third quarter of 2022 and (iv) the aforementioned reduction in force plan. These actions resulted in $80.2 million of restructuring charges incurred for the year ended December 31, 2022.

For the three months ended September 30, 2023, Dotdash Meredith incurred restructuring charges of $0.6 million. For the nine months ended September 30, 2023, Dotdash Meredith incurred net restructuring charges of $0.8 million, including charges incurred of $3.5 million and reversals of previously recorded accrued costs of $2.7 million.

For the three and nine months ended September 30, 2022, ~~the Company~~Dotdash Meredith incurred restructuring charges of $24.7 million and $60.8 million, respectively, ~~of related restructuring charges,~~ including $3.4 million and $36.5 million, respectively, of severance and related costs. ~~The~~At September 30, 2023, the cumulative restructuring charges ~~for~~incurred were $81.0 million.

For both the three and nine months ended September 30, 2022, ~~include~~restructuring charges included impairment charges of $21.3 million ~~of impairment charges~~ related to the consolidation of certain leased spaces following the Meredith ~~acquisition;~~acquisition, consisting of impairments of $14.3 million ~~related to the impairment~~and $7.0 million of aan right-of-use asset ("("ROU asset"), and related leasehold improvements, furniture and equipment, respectively, which is are included in "General and administrative ~~expense,~~expense" and "Depreciation," respectively, in the statement of operations.

Other Charges

During the first quarter of 2023, Dotdash Meredith reassessed the sublease market assumptions and ~~$7.0~~ recorded impairment charges of $70.0 million related to certain unoccupied leased office space due to the ~~impairment~~continued decline in the commercial real estate market, consisting of impairments of $44.7 million and $25.3 million of an ROU asset and related leasehold improvements, ~~and~~ furniture and equipment, respectively, which isare included in ~~"Depreciation"~~"General and administrative expense" and "Depreciation," respectively, in the statement of operations.

~~Dotdash Meredith anticipates the estimated remaining costs associated with the 2022 restructuring events will be approximately~~
~~$1.0 million~~ ~~and will be paid by December 31, 2023 from existing cash on hand.~~

See "Note 4—2—Financial Instruments and Fair Value Measurements" and "Note 6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and ~~Change-in-Control~~Change-In-Control Payments" to the financial statements included in "Item 1. 1—Consolidated Financial Statements" for additional information on the impairment charges and Dotdash Meredith restructuring, ~~charges.~~respectively.

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Certain Risks and Concentrations—Services Agreement with Google (the "Services Agreement")

As a ~~notice~~result of ~~non-renewal from either party on or before March 31, 2023. The Company earns~~ certain other advertising revenue from Google that is not attributable to the Services Agreement. A meaningful portion of the Company's net cash from operating activities attributable to continuing operations that it can freely access is attributable to revenue earned pursuant to the Services Agreement and other revenue earned from Google.

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~~For the three and nine months ended September 30, 2022, total revenue earned from Google was $161.6 million and $524.3 million, respectively,~~ representing 12% and 13%, respectively, of the Company's revenue. The total revenue earned from the Services Agreement for the three and nine months ended September 30, 2022 was $117.3 million and $386.6 million, respectively, representing 9% and 10%, respectively, of the Company's total revenue. For the three and nine months ended September 30, 2021, total revenue earned from Google was $185.6 million and $527.0 million~~, respectively,~~ representing 20% and 21%, respectively, of the Company's revenue. The total revenue earned from the Services Agreement for the three and nine months ended September 30, 2021 was $168.0 million and $471.3 million, respectively, representing 18% and 19%, respectively, of the Company's total revenue. The related accounts receivable totaled $58.3 million and $89.1 million at September 30, 2022 and December 31, 2021, respectively.

The revenue attributable to the Services Agreement is earned by Ask Media Group and the Desktop business, both within the Search segment. For the three and nine months ended September 30, 2022, revenue earned from the Services Agreement was ~~$97.3 million and $315.4 million, respectively, within Ask Media Group and $20.0 million and $71.2 million, respectively, within the Desktop business. For the three and nine months ended September 30, 2021, revenue earned from the Services Agreement was~~ ~~$137.9 million and $382.5 million, respectively, within Ask Media Group and $30.1 million and $88.8 million, respectively, within the Desktop business~~.

~~Certain~~ industry-wide policy ~~changes became effective on August 27, 2020. These industry-wide~~ changes combined with increased enforcement by Google of policies under the Services Agreement ~~have had a negative impact on~~in prior periods, the results of operations of the B2C business. During the fourth quarter of 2020, Google suspended services with respect to some B2C's products and may do so with respect to other products in the future. As a result, the B2C business elected to modify certain marketing strategies in early January 2021. Subsequently, Google informed us of another policy change in the first quarter of 2021 that became effective on May 10, 2021. We anticipated that this Google policy change would eliminate our ability to successfully introduce and market new B2C products that would be profitable. Therefore, we undertook cost reduction measures and effectively eliminated all marketing of B2C products beginning in March 2021. This elimination of marketing positively impacted profitability starting in the second quarter of 2021 because revenue from B2C products is earned over multiple periods beyond just the period in which the initial marketing is incurred. Following the cessation ofCompany discontinued the introduction of new Desktop business-to-consumer ("B2C") products in ~~March 2021,~~2021. Therefore, the current B2C revenue stream relates solely to the then existing installed base of products. ~~We expect future~~As a result, the revenue and profits of the B2C business have declined significantly and the Company expects that trend to ~~continue~~continue. See "Note 1—The Company and Summary of Significant Accounting Policies" to ~~decline significantly.~~

~~COVID-19 Update~~

~~The impact~~the financial statements included in "Item 1—Consolidated Financial Statements" for additional information on the ~~Company from the COVID-19 pandemic and the measures designed to contain its spread continues to have a negative impact on year-over-year financial performance at Angi Inc. and Dotdash Meredith.~~Services Agreement with Google.

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~~Angi Inc.~~

~~Dotdash Meredith~~

~~Future Outlook~~

~~Table of Contents~~

Results of Operations for the three and nine months ended September 30, ~~2022~~2023 compared to the three and nine months ended September 30, ~~2021~~2022

Revenue

Three Months Ended September 30, Nine Months Ended September 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
(Dollars in thousands)
Dotdash Meredith
Digital $ 220,749 $ 155,584 239% $ 65,165 $ 671,424 $ 467,505 229% $ 203,919
Print 251,471 251,471 N/A — 801,756 801,756 N/A —
Intersegment eliminations (5,135) (5,135) N/A — (16,100) (16,100) N/A —
Total Dotdash Meredith 467,085 401,920 617% 65,165 1,457,080 1,253,161 615% 203,919
Angi Inc. 498,036 36,471 8% 461,565 1,449,977 180,395 14% 1,269,582
Search 156,719 (71,726) (31)% 228,445 578,287 (14,799) (2)% 593,086
Emerging & Other 180,820 11,897 7% 168,923 508,903 35,168 7% 473,735
Intersegment eliminations (1,759) (1,729) (5,802)% (30) (5,420) (5,283) (3,848)% (137)
Total $ 1,300,901 $ 376,833 41% $ 924,068 $ 3,988,827 $ 1,448,642 57% $ 2,540,185

~~_____________________~~

~~N/A = Not applicable~~


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
	(Dollars in thousands)
Dotdash Meredith
Digital	$	212,050	$	(8,699)	(4)%	$	220,749	$	608,819	$	(62,605)	(9)%	$	671,424
Print	211,259		(40,212)		(16)%	251,471		625,046		(176,710)		(22)%	801,756
Intersegment eliminations	(5,852)		(717)		(14)%	(5,135)		(14,828)		1,272		8%	(16,100)
Total Dotdash Meredith	417,457		(49,628)		(11)%	467,085		1,219,037		(238,043)		(16)%	1,457,080
Angi Inc.
Domestic
Ads and Leads	291,993		(53,536)		(15)%	345,529		877,986		(104,151)		(11)%	982,137
Services	29,964		(75,928)		(72)%	105,892		91,890		(198,684)		(68)%	290,574
Roofing	21,400		(4,593)		(18)%	25,993		84,254		(21,076)		(20)%	105,330
Domestic intersegment eliminations	(794)		2,031		72%	(2,825)		(3,257)		3,195		50%	(6,452)
Total Domestic	342,563		(132,026)		(28)%	474,589		1,050,873		(320,716)		(23)%	1,371,589
International	29,274		5,827		25%	23,447		88,439		10,051		13%	78,388
Total Angi Inc.	371,837		(126,199)		(25)%	498,036		1,139,312		(310,665)		(21)%	1,449,977
Search	166,068		9,349		6%	156,719		495,579		(82,708)		(14)%	578,287
Emerging & Other	158,425		(22,395)		(12)%	180,820		460,359		(48,544)		(10)%	508,903
Intersegment eliminations	(2,446)		(687)		(39)%	(1,759)		(7,086)		(1,666)		(31)%	(5,420)
Total	$	1,111,341	$	(189,560)	(15)%	$	1,300,901	$	3,307,201	$	(681,626)	(17)%	$	3,988,827

For the three months ended September 30, ~~2022~~2023 compared to the three months ended September 30, ~~2021~~2022

•Dotdash Meredith revenue ~~increased 617%~~decreased 11% to ~~$467.1~~$417.5 million due primarily to decreases of $40.2 million, or 16%, from Print and $8.7 million, or 4%, from Digital. The decrease from Print was driven by the planned reduction in the circulation of certain publications. The decrease from Digital was due primarily to decreases of $17.1 million, or 12%, in Advertising revenue and $1.9 million, or 7%, in Licensing and Other revenue, partially offset by an increase of $10.3 million, or 22%, in Performance Marketing revenue. The decrease in Advertising revenue was due primarily to lower programmatic revenue due to lower traffic, compared to the ~~contribution of $407.9 million~~prior year period, driven by the Entertainment category and certain partner sites and declines in premium advertising sold through the Dotdash Meredith sales team. The decrease in Licensing and Other revenue was due primarily to lower royalties earned from ~~Meredith, acquired December 1, 2021,~~retail partners. The increase in Performance Marketing revenue was due primarily to an increase in affiliate commerce commission revenue, partially offset by a ~~decrease of $5.4 million, or 13%,~~decline in ~~Dotdash Display Advertising Revenue. The decrease~~Performance Marketing revenue primarily in ~~Dotdash Display Advertising Revenue was due primarily to a decrease in advertising sold through our sales team~~the Finance and ~~lower programmatic rate~~s.Health categories.

•Angi Inc. revenue ~~increased 8%~~decreased 25% to ~~$498.0~~$371.8 million ~~driven by increases~~due primarily to decreases of ~~$21.6~~$75.9 million, or 7%72%, ~~in Angi~~from Services, $53.5 million, or 15%, from Ads and Leads ~~Revenue~~ and ~~$14.5~~$4.6 million, or 18%, from Roofing, partially offset by an increase of $5.8 million, or 25%, from International.

◦The Services decrease was due primarily to the change to net revenue reporting as described above under "Services Revenue" and a decrease of $27.1 million due primarily to the continued shift away from complex and less profitable offerings and lower Service Requests.

◦The Ads and Leads decrease was due primarily to a decrease of $59.4 million, or 23%, in consumer connection revenue due primarily to a decline in Monetized Transactions and a decline in service professionals in the Angi Inc. network, partially offset by an increase of $7.9 million, or 12%, in ~~Angi Services Revenue.~~advertising revenue. The decrease in Monetized Transactions was as a result of an effort to rationalize sales to service professionals that are unprofitable as well as efforts to increase lead quality, including changes to certain demand channels, to enhance the user experience for both homeowners and service professionals. The increase in ~~Angi Ads and Leads Revenue~~advertising revenue was due primarily to ~~price increases implemented during the second quarter~~continued growth in sales and improved retention

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◦The Roofing decrease was primarily due to a decline in projects and a strategic shift in operations to select markets.

◦The International increase ~~in Angi Services Revenue~~ was driven by a larger service professional network and higher revenue per service professional.

•Search revenue increased 6% to $166.1 million due ~~primarily~~ to ~~organic growth,~~an increase of $12.6 million, or 9%, from Ask Media Group, partially offset by a decrease of ~~$11.4 million in revenue from Angi Roofing.~~

•~~Search revenue decreased 31% to $156.7 million due to decreases of $58.5~~$3.3 million, or ~~30%~~15%, from Desktop. The increase from Ask Media Group ~~and $13.2 million, or 38%, from Desktop. The decrease in Ask Media Group revenue~~ was due to ~~a reduction in~~higher marketing from affiliate partners ~~resulting in decreased~~driving higher visitors to ad supported search and content websites. The decrease infrom Desktop ~~revenue~~ was due primarily to the Google policy changes ~~announced in~~and the ~~prior year~~subsequent discontinuing of new products described above under "Services Agreement with Google (the "Services Agreement")."

•Emerging & Other revenue ~~increased 7%~~decreased 12% to ~~$180.8~~$158.4 million due primarily to ~~a 13% increase~~the inclusion of Bluecrew in ~~revenue at Care.com, an increase of $8.2 million at IAC Films due to~~ ~~Everything Everywhere All at Once~~the prior year period, which was sold on November 9, 2022, and ~~growth of 77% from Vivian Health, partially offset by lower~~decreases in revenue at Mosaic Group and ~~the Daily Beast.~~IAC Films, partially offset by an increase in revenue of 4% to $101.6 million at Care.com and 40% growth at Vivian Health.

For the nine months ended September 30, ~~2022~~2023 compared to the nine months ended September 30, ~~2021~~2022

•Dotdash Meredith revenue ~~increased 615%~~decreased 16% to ~~$1.5~~$1.2 billion due primarily to decreases of $176.7 million, or 22%, from Print and $62.6 million, or 9%, from Digital. The decrease from Print was due to the ~~contribution~~planned reduction in circulation of ~~$1.3~~certain publications and the discontinuation of others in the first quarter of 2022. The decrease from Digital was due primarily to a decrease of $67.7 million, or 15%, in Advertising revenue resulting primarily from lower programmatic revenue as a result of traffic declines in the first quarter of 2023 due to COVID-19 supported traffic levels in early 2022 and traffic declines in the second and third quarters of 2023 driven primarily by the Entertainment category and certain partner sites, and declines in premium advertising sold through the Dotdash Meredith sales team.

•Angi Inc. revenue decreased 21% to $1.1 billion due primarily to decreases of $198.7 million, or 68%, from ~~Meredith, acquired December 1, 2021,~~Services, $104.2 million, or 11%, from Ads and Leads and $21.1 million, or 20%, from Roofing, partially offset by ~~decreases~~an increase of ~~$8.9~~$10.1 million or ~~11%~~13% from International.

◦The Services decrease was due primarily to the change to net revenue reporting described above under "Services Revenue" and a decrease of $69.6 million due primarily to the continued shift away from complex and less profitable offerings and lower Service Requests.

◦The Ads and Leads decrease was due primarily to a decrease of $112.7 million, or 15%, in Dotdash Performance Marketing Revenue and $3.1 million, or 3%, in Dotdash Display Advertising Revenue. The decrease in Dotdash Performance Marketing Revenue was due to primarily to declines in both affiliate commerce commission revenue and performance marketing commissionconsumer connection revenue due primarily to ~~lower traffic to its sites compared to~~ the ~~prior year COVID-19 traffic highs.~~ factors described above in the three-month discussion.

◦The Roofing decrease ~~in Dotdash Display Advertising Revenue~~ was primarily due to the factors described above in the three-month discussion.

◦The International increase was driven by the factors described above in the three-month discussion.

•Search revenue decreased 14% to $495.6 million due to decreases of $63.1 million, or 13%, from Ask Media Group and $19.7 million, or 25%, from Desktop. The decrease from Ask Media Group was due to a reduction in marketing by affiliate partners driving fewer visitors to ad supported search and content websites. The decrease from Desktop was due primarily to the factors described above in the three-month discussion.

•Emerging & Other revenue decreased 10% to $460.4 million due primarily to the inclusion of Bluecrew in the prior year period and decreases in revenue at Mosaic Group and Daily Beast, partially offset by an increase of 4% to $283.7 million at Care.com, growth of 46% at Vivian Health and increased revenue at IAC Films, due primarily to Everything Everywhere All at Once.

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•Angi Inc. revenue increased 14% to $1.4 billion driven by increases of $151.0 million, or 62%, in Angi Services Revenue and $31.1 million, or 3%, in Angi Ads and Leads Revenue, partially offset by a decrease of $1.7 million, or 3%, at the European businesses. The increase in Angi Services Revenue was due primarily to organic growth and to a lesser extent, $67.9 million in revenue attributable to Angi Roofing, acquired July 1, 2021. The increase in Angi Ads and Leads Revenue is due primarily to price increases implemented during the second quarter of 2022 and the anniversary of the initial impact of the brand integration that began in March 2021. The revenue decrease at the European businesses was due to the unfavorable impact of the strengthening of the U.S. dollar relative to the Euro and British Pound.

•Search revenue decreased 2% to $578.3 million due to a decrease of $27.6 million, or 26%, from Desktop, partially offset by growth of $12.8 million, or 3%, from Ask Media Group. The decrease in Desktop revenue was due primarily to the factor described above in the three-month discussion. The increase in Ask Media Group revenue was due primarily to higher marketing driving increased visitors to ad supported search and content websites in the first half of 2022.

•Emerging & Other revenue increased 7% to $508.9 million due primarily to a 13% increase in revenue at Care.com and growth from Vivian Health and Bluecrew, partially offset by lower revenue at Mosaic Group and the Daily Beast.

Cost of revenue (exclusive of depreciation shown separately below)


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended September 30,							Nine Months Ended September 30,
		2022		$ Change		% Change	2021		2022		$ Change		% Change	2021			2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
		(Dollars in thousands)															(Dollars in thousands)
Cost of revenue (exclusive of depreciation)		$	453,513	$	113,003	33%	$	340,510	$	1,499,968	$	671,224	81%	$	828,744
Cost of revenue (exclusive of depreciation shown separately below)																Cost of revenue (exclusive of depreciation shown separately below)	$	342,353	$	(108,892)	(24)%	$	451,245	$	1,038,360	$	(456,995)	(31)%	$	1,495,355
As a percentage of revenue	As a percentage of revenue	35%					37%		38%					33%		As a percentage of revenue	31%					35%		31%					37%

For the three months ended September 30, ~~2022~~2023 compared to the three months ended September 30, ~~2021~~2022

Cost of revenue in ~~2022 increased~~2023 decreased from ~~2021~~2022 due to ~~an increase~~decreases of ~~$182.6~~$80.3 million from Angi Inc., $39.0 million from Dotdash Meredith and $18.1 million from Emerging & Other, partially offset by ~~a decrease~~an increase of ~~$78.5~~$28.5 million from Search.

•The Angi Inc. decrease was due primarily to decreases of $72.8 million from Services and $5.9 million from Roofing.

◦The Services decrease was due primarily to a $66.2 million decrease in payments to third-party professional service providers due primarily to the change to net revenue reporting effective January 1, 2023, described above. Additionally, payments to third-party professional service providers decreased as a result of the shift away from complex and less profitable offerings.

◦The Roofing decrease was due primarily to the reduction in revenue discussed above that resulted in decreases of $2.3 million and $1.0 million in roofing materials and third-party contractor costs, respectively.

•The Dotdash Meredith ~~increase~~decrease was due primarily tto~~o $179.0~~ decreases of $21.1 million ~~of expense~~ from ~~the inclusion of Meredith~~Print and ~~an increase of $4.2~~$17.9 million ~~in compensation expense related to increased editorial headcount at Dotdash.~~

•from Digital. The ~~Search~~ decrease from Print was due primarily to a decrease of ~~$78.3~~$13.5 million in production and distribution costs (postage, printing, paper and content) due to the planned reduction in the circulation of certain publications. Print was further impacted by decreases of $3.5 million in third-party advertising campaign fulfillment costs due to lower project-related revenue and $3.0 million in compensation expense due to the voluntary retirement program in the first quarter of 2022 and the reduction in force described above under "Dotdash Meredith Restructuring and Other Charges." The decrease from Digital was due primarily to decreases of $11.5 million in traffic acquisition costs and $4.0 million in content creation costs due primarily to lower revenue.

•The Emerging & Other decrease was primarily due to the inclusion in the prior year period of $16.1 million in expense from Bluecrew, which was sold on November 9, 2022.

•The Search increase was due primarily to an increase in traffic acquisition costs of $28.5 million at Ask Media Group ~~resulting~~due primarily to an increase in the proportion of revenue earned from ~~the decrease in revenue.~~affiliate partners who direct traffic to our websites.

For the nine months ended September 30, ~~2022~~2023 compared to the nine months ended September 30, ~~2021~~2022

Cost of revenue in ~~2022 increased~~2023 decreased from ~~2021~~2022 due to ~~increases~~decreases of ~~$578.6~~$233.4 million from Angi Inc., $141.2 million from Dotdash Meredith, ~~and $112.8~~$45.2 million from ~~Angi Inc., partially offset by a decrease of $25.9~~Emerging & Other and $37.2 million from Search.

•The ~~Dotdash Meredith increase was~~ ~~due primarily to~~ ~~$567.5 million of expense from the inclusion of Meredith and an increase of $12.0 million in compensation expense related to increased editorial headcount at Dotdash.~~ Included in Meredith's expense is $17.9 million of restructuring costs primarily related to the reorganization of the Dotdash Meredith business described above under "Dotdash Meredith Restructuring Charges."

•~~The~~ Angi Inc. ~~increase~~decrease was due primarily to ~~$55.2~~decreases of $206.8 million ~~of costs attributable to growth at Angi~~from Services and ~~$53.7~~$22.4 million ~~of costs attributable to the inclusion of Angi Roofing for nine months in the current year compared to three months in the prior year.~~ from Roofing.

◦The ~~increase at Angi~~ Services decrease was due primarily to ~~organic growth, including costs incurred for~~a $186.9 million decrease in payments to third-party professional service ~~professionals for other Angi Services arrangements.~~ providers due primarily to the change to net revenue reporting effective January 1, 2023, described above. Additionally, payments to third-party professional service providers decreased as a result of the shift away from complex and less profitable offerings.

◦The ~~increase at Angi~~ Roofing decrease was due primarily to ~~costs incurred for~~decreases of $11.0 million and $6.0 million in roofing materials and third-party ~~contractors.~~contractor costs, respectively.

5246

Table of Contents

•The Dotdash Meredith decrease was due primarily to decreases of $90.1 million from Print and $51.3 million from Digital. The decrease from Print was due primarily to decreases of $54.4 million in production and distribution costs (postage, printing, paper and content) due to the discontinuation of several publications in the first quarter of 2022 and the planned reduction in circulation of others. Print was further impacted by decreases of $20.2 million in compensation expense and $9.6 million in third-party advertising campaign fulfillment costs due to the factors described above in the three-month discussion. The decrease from Digital was due primarily to decreases of $28.7 million in traffic acquisition costs, $8.6 million in compensation expense and $8.1 million in content creation costs. The decreases in traffic acquisition costs and content creation costs were due to the factors described above in the three-month discussion. The decrease in compensation expense was due primarily to lower headcount due to the voluntary retirement program in the first quarter of 2022 and the reduction in force described above under "Dotdash Meredith Restructuring and Other Charges."

•The Emerging & Other decrease was primarily due to the inclusion in the prior year period of $43.7 million in expense from Bluecrew.

•The Search decrease was due primarily to a decrease in traffic acquisition costs of ~~$40.9~~$33.9 million at Ask Media Group ~~partially offset by an increase in traffic acquisition costs of $16.8 million at Desktop.~~ ~~The decrease in traffic acquisition costs at Ask Media Group was~~ due primarily to a decrease in the proportion of revenue earned from affiliate partners who direct traffic to our websites. ~~The increase in traffic acquisition costs at Desktop was a result of unfavorable revenue share rates resulting in higher revenue share payments compared to the prior year.~~

Selling and marketing expense


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended September 30,							Nine Months Ended September 30,
		2022		$ Change		% Change	2021		2022		$ Change		% Change	2021			2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
		(Dollars in thousands)															(Dollars in thousands)
Selling and marketing expense	Selling and marketing expense	$	489,573	$	141,386	41%	$	348,187	$	1,490,947	$	489,187	49%	$	1,001,760	Selling and marketing expense	$	407,355	$	(79,477)	(16)%	$	486,832	$	1,224,606	$	(258,163)	(17)%	$	1,482,769
As a percentage of revenue	As a percentage of revenue	38%					38%		37%					39%		As a percentage of revenue	37%					37%		37%					37%

For the three months ended September 30, ~~2022~~2023 compared to the three months ended September 30, ~~2021~~2022

Selling and marketing expense in 2023 decreased from 2022 ~~increased~~due primarily to decreases of $30.4 million from ~~2021~~ ~~due to~~ ~~increases~~ ~~of $122.6~~Angi Inc., $22.4 million from Dotdash Meredith, ~~$18.4 million from Search and $5.8~~$14.2 million from Emerging & Other and ~~Other.~~$11.7 million from Search.

•The Angi Inc. decrease was due primarily to decreases of $21.3 million from Ads and Leads and $9.7 million from Services.

◦The Ads and Leads decrease was due primarily to a decrease of $18.4 million in advertising expense. The decrease in advertising expense was due primarily to a decrease of $32.8 million in online marketing spend due to increased efficiency, partially offset by an increase of $15.8 million in television spend due to efforts to build awareness of the Angi Inc. brand.

◦The Services decrease was due primarily to decreases of $5.6 million in compensation expense, $5.1 million in consulting fees and outsourced personnel costs and $2.3 million in advertising expense, partially offset by an increase of $4.1 million in service guarantee expense. The decrease in compensation expense was due primarily to lower headcount. The decreases in consulting fees and outsourced personnel costs were due to $1.8 million less in phone-based sales wages primarily resulting from increased reliance on more profitable digital conversion channels and $2.8 million less due to streamlined fulfillment operations, partially driven by fewer complex services. The decrease in advertising expense was primarily due to a decrease of $1.5 million in service professional marketing spend. The increase in service guarantee expense is due to the aforementioned change in contractual terms and conditions resulting in the change to net revenue reporting such that this expense is no longer a component of cost of revenue, which is where the expense was recorded prior to January 1, 2023.

•The Dotdash Meredith ~~increase was due principally to $120.3 million of expense from the inclusion of Meredith.~~

•~~The Search increase~~decrease was due primarily to ~~an increase o~~decreases~~f $20.8~~ of $7.4 million in ~~online marketing at Ask Media Group, partially offset by~~subscription acquisition costs and $4.0 million in compensation expense from Print and a decrease of ~~$3.6~~$3.4 million ~~at Desktop as it eliminated all marketing~~in compensation expense from Digital. The decrease in subscription acquisition costs was driven by lower commission payments made to third-party agents that sell magazine subscriptions due to the planned reduction in the circulation of ~~its B2C products beginning~~certain publications. The decrease in ~~early March 2021~~compensation expense was due primarily to the ~~Google policy changes~~voluntary retirement program in ~~the fourth quarter of 2020 and~~ the first quarter of ~~2021~~2022 described above under ~~"Certain Risks~~"Dotdash Meredith Restructuring and Concentrations—Services Agreement with Google (the "Services Agreement"). The increase at Ask Media Group was due primarily to increases in both search engine marketing and ad placement spend on social media sites.Other Charges."

Table of Contents

•The Emerging & Other ~~increase~~decrease was due primarily to ~~increases~~a decrease in online marketing spend of ~~$3.7~~$5.5 million at Mosaic Group, a decrease in offline marketing spend of $2.8 million at IAC Films ~~$3.2 million~~ and ~~$1.3~~the inclusion in the prior year period of $4.0 million in ~~compensation~~ expense ~~at Care.com and Vivian Health, respectively, partially offset by decreases~~from Bluecrew, which was sold on November 9, 2022.

•The Search decrease was primarily due to a decrease of ~~$2.8 million in advertising expense at Mosaic Group and $2.4~~$10.8 million in online marketing ~~at Care.com. The increase in marketing~~ spend at ~~IAC Films was related to~~ ~~Everything Everywhere All at Once. The increase in compensation expense at both Care.com and Vivian Health was due primarily to higher headcount.~~Ask Media Group.

For the nine months ended September 30, ~~2022~~2023 compared to the nine months ended September 30, ~~2021~~2022

Selling and marketing expense in 2023 decreased from 2022 due primarily to decreases ~~increased~~ ~~from~~ ~~2021~~ ~~due to~~ ~~increases~~ of ~~$415.2~~$115.3 million from Dotdash Meredith, ~~$28.8~~$89.7 million from Angi Inc., $38.6 million from Emerging & Other ~~$28.7~~and $11.9 million ~~from Angi Inc., and $22.2 million~~ from Search.

•The Dotdash Meredith ~~increase~~decrease was due ~~principally t~~primarily to decreases ~~o $410.4~~of $75.9 million in subscription acquisition costs and $23.3 million in compensation expense from Print and a decrease of ~~expe~~$7.8 million in compensation expense from Digital. The decrease in subscription acquisition costs was driven by the factor described above in the three-month discussion and the discontinuation of several publications in the first quarter of 2022. The decrease in ~~nse from the inclusion of Meredith. Included in Meredith's~~compensation expense ~~is $10.3 million of restructuring costs primarily related~~was due to the ~~reorganization of~~factor described above in the ~~Dotdash Meredith~~ ~~business~~three-month discussion and the reduction in force described above under "Dotdash Meredith Restructuring and Other Charges."

•The ~~Emerging & Other increase~~Angi Inc. decrease was due primarily to ~~increases~~decreases of ~~$8.2~~$49.4 million from Ads and Leads, $26.5 million from Services, $7.2 million from Roofing and $7.0 million from International.

◦The Ads and Leads decrease was due primarily to decreases of $51.4 million in advertising expense and $4.2 million in consulting fees, partially offset by an increase of $7.9 million in compensation expense. The decrease in advertising expense was due primarily to a decrease of $76.2 million in online marketing spend, partially offset by an increase of $24.6 million in television spend driven primarily due to the factors described above in the three-month discussion. The decrease in consulting fees was due primarily to a decrease in marketing and branding consultancy fees. The increase in compensation expense was due primarily to increased sales commissions due to the immediate expensing of commissions within the Ads business for certain transactions beginning October 1, 2022.

◦The Services decrease was due primarily to decreases of $16.3 million in consulting fees and outsourced personnel costs, $13.8 million in compensation expense and ~~$4.8~~$5.2 million in ~~online marketing at Care.com, $3.7~~advertising expense, partially offset by an increase of $11.4 million in ~~marketing spend at IAC Films, $3.5~~service guarantee expense. The decreases in consulting fees and outsourced personnel costs were due to $10.5 million less phone-based sales wages primarily resulting from increased reliance on more profitable digital conversion channels and $5.2 million less due to streamlined fulfillment operations, partially offset by fewer complex services. The decreases in compensation expense and ~~$1.9 million~~advertising expense and the increase in ~~online marketing at Vivian Health and $1.8 million in outsourced personnel costs at Bluecrew. The increases at Care.com, IAC Films and Vivian Health are~~service guarantee expense were primarily due to the factors described above in the three-month discussion.

◦The Roofing decrease was due primarily to a decrease of $3.3 million in compensation expense due to a reduction in headcount and a strategic shift in operations to select markets.

◦The International decrease was due primarily to a decrease of $10.3 million in advertising expense due primarily to decreases of $6.2 million and $4.5 million in online marketing spend and television spend, respectively, partially offset by an increase of $2.7 million in compensation expense.

•The Emerging & Other decrease was due primarily to decreases of $17.6 million and $3.2 million in online marketing spend and television spend, respectively, at Mosaic Group, the inclusion in the prior year period of $12.0 million in expense from Bluecrew and a decrease of $7.0 in television spend at Care.com, partially offset by an increase of $2.4 million in online marketing spend at Vivian Health.

•The Search decrease was primarily to a decrease of $10.0 million in online marketing spend at Ask Media Group.

Table of Contents

•The Angi Inc. increase was due primarily to expense of $10.0 million from the inclusion of Angi Roofing for nine months in the current year compared to three months in the prior year, and increases in advertising expense of $7.2 million, professional fees of $4.4 million, software maintenance costs of $4.0 million and compensation expense of $2.5 million partially offset by a decrease in lease expense of $4.2 million. The increase in advertising expense was due primarily to an increase of $20.2 million in search engine marketing spend, partially offset by decreases of $11.4 million in app platforms and service professional marketing, and $1.6 million in television spend. The increase in search engine marketing spend was due to the continued brand integration initiative at the beginning of 2022 and increased costs to obtain service requests later in 2022. The decrease in fees paid to app platforms and service professional marketing was due primarily to the investment in Angi Services in 2021 as compared to 2022. The decrease in television spend in 2022 reflects the return to historical spending levels in 2021 as compared to the shift to online marketing from television marketing. The increase in professional fees was due primarily to an increase in consulting costs for creative advertising agencies. The increase in software maintenance costs was due primarily to general maintenance. The increase in compensation expense was due primarily to an increase in wage-related expense from higher headcount, partially offset by a decrease in commissions expense. The decrease in lease expense was as a result of Angi Inc. reducing its real estate footprint in 2021.

•~~The Search increase was due primarily to an~~ ~~increase of $44.1 million in online marketing at Ask Media Group, partially offset by a decrease of $22.7 million at Desktop. The increase at Ask Media Group and the decrease at Desktop are due to the factors described above in the three-month discussion.~~

General and administrative expense


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended September 30,							Nine Months Ended September 30,
		2022		$ Change		% Change	2021		2022		$ Change		% Change	2021			2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
		(Dollars in thousands)															(Dollars in thousands)
General and administrative expense	General and administrative expense	$	260,073	$	76,774	42%	$	183,299	$	750,746	$	229,576	44%	$	521,170	General and administrative expense	$	210,507	$	(53,226)	(20)%	$	263,733	$	701,749	$	(60,314)	(8)%	$	762,063
As a percentage of revenue	As a percentage of revenue	20%					20%		19%					21%		As a percentage of revenue	19%					20%		21%					19%

For the three months ended September 30, ~~2022~~2023 compared to the three months ended September 30, ~~2021~~2022

General and administrative expense in 2023 decreased from 2022 ~~increased~~due primarily to decreases of $25.8 million from ~~2021 due to increases of $57.5~~Angi Inc. and $25.0 million from Dotdash ~~Meredith and~~ Meredith.

•~~$25.2 million from~~The Angi Inc.~~, partially offset by~~ decrease was due primarily to a decrease of ~~$9.8~~$22.8 million from ~~Emerging & Other.~~Ads and Leads due primarily to decreases of $14.1 million in the provision for credit losses, $6.4 million in legal expense, $2.6 million in compensation expense and $2.3 million in outsourced personnel costs. The decrease in the provision for credit losses was due primarily to lower revenue and improved collection rates. The decrease in compensation expense was due primarily to lower headcount. The decrease in outsourced personnel costs was due primarily to a reduction in third-party providers.

•The Dotdash Meredith ~~increase~~decrease was due primarily to ~~$43.0 million of expense from~~ the inclusion in 2022 of ~~Meredith,~~$15.7 million in restructuring costs, including a $14.3 million impairment of a ROU asset at Digital related to the consolidation of certain leased spaces following the Meredith acquisition, and an ~~increase of $3.3 million in compensation expense, partially offset by~~ a decrease in expense in 2023 of ~~$5.5~~$8.0 million ~~in professional fees at Dotdash.~~ ~~During the third quarter of 2022, Dotdash Meredith incurred $15.7 million~~ in ~~restructuring costs, including the~~ ~~$14.3 million~~ ~~impairment described above, related to the reorganization of Dotdash Meredith's business described above under "Dotdash Meredith Restructuring Charges."~~ ~~The increase in compensation expense at Dotdash was due primarily to an increase in stock-based compensation expense. The decrease~~ ~~in professional fees was~~ due to the ~~inclusion in 2021~~reversal of ~~$5.5 million of transaction-related costs~~certain indemnification liabilities established for tax contingencies in connection with the ~~Meredith transaction.~~acquisition of Meredith.

For the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

General and administrative expense in 2023 decreased from 2022 due primarily to decreases of $55.6 million from Angi Inc., $2.7 million from Emerging & Other and $2.3 million from Dotdash Meredith.

•The Angi Inc. ~~increase~~decrease was due primarily to ~~increases~~decreases of ~~$10.9~~$44.8 million from Ads and Leads and $8.9 million from Services.

◦The Ads and Leads decrease was due primarily to decreases of $15.0 million in compensation expense, $14.9 million in the provision ~~for~~of credit losses, ~~$7.8~~$9.0 million of legal expense and $3.8 million in outsourced personnel costs. The decreases in compensation expense, provision of credit losses and outsourced personnel costs were due primarily to the factors described above in the three-month discussion.

◦The Services decrease was due primarily to decreases of $7.2 million in compensation expense and ~~$6.3~~$3.9 million in ~~legal expense.~~the provision for credit losses. The ~~increase~~decrease in compensation expense was due primarily to lower headcount. The decrease in the provision for credit losses was due primarily to ~~higher Angi Ads~~improved collection rates and ~~Leads~~lower revenue. The increase in compensation expense was due primarily to increases in wage-related expense of $4.2 million and stock-based compensation expense of $3.0 million. The increase in wage-related expense was due primarily to an increase in headcount and the increase in stock-based compensation expense was primarily due to the acceleration of stock-based awards related to management departures in ~~the third quarter of 2022, and new awards granted. The increase in legal expense is due primarily to accruals for certain legal matters in the current quarter.~~

•The Emerging & Other decrease was due primarily to the inclusion in ~~2021~~the prior year period of ~~expense of $15.0~~$5.9 million in ~~an acquisition-related contingent consideration fair value adjustment~~ ~~related to~~ ~~a change in estimate of the liability related to the amount of contingent consideration to be paid out in connection with a previous Mosaic Group acquisition.~~

~~Table of Contents~~

~~For the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021~~

~~General~~expense from Bluecrew and ~~administrative expense in 2022 increased from 2021 due to increases of $175.3 million from Dotdash Meredith,~~ ~~$58.8 million from Angi Inc., and~~ ~~$3.1 million~~ ~~from Emerging & Other, partially offset by~~ a decrease of ~~$4.6 million from Corporate~~.

•~~The Dotdash Meredith increase was due primarily to $149.8 million of expense from the inclusion of Meredith, a $14.3 million~~ ~~impairment described above in the three-month discussion related to the consolidation of certain leased spaces following the Meredith acquisition, and~~ ~~an increase of $10.6~~$2.7 million in compensation expense at Vivian Health, partially offset by ~~a decrease of $4.7~~$3.3 million in ~~professional fees~~consulting costs at ~~Dotdash. Duri~~IAC Films and t~~ng the first nine months of 2022, Dotdash Meredith incurred $24.6 million~~ in ~~restructuring costs, including the~~ ~~$14.3 million~~ ~~impairment described above, related to the reorganization of Dotdash Meredith's business described above under "Dotdash Meredith Restructuring Charges" a~~nd $5.8 million in transaction-related costs, of which $4.9 million was incurred at Meredith, associated with its acquisition. The increase in compensation expense and the decrease in professional fees at Dotdash are due to the factors described above in the three-month discussion.

•~~The Angi Inc. increase was due primarily to increases of $22.7 million in compensation expense, $14.2 million in the provision for credit losses, $12.0 million of expense from the~~he inclusion ~~of Angi Roofing for nine months in the current year compared to three months~~ in the prior year ~~increases~~period of ~~$6.3~~a $3.2 million ~~in legal expense, $6.2 million in professional fees and $5.5 million in software and maintenance costs, partially offset by~~gain at Care.com related to the termination of a ~~decrease of $8.2 million of impairment charges of ROU assets and related leasehold improvements and furniture and equipment.~~lease. The ~~increase~~decrease in compensation expense was due primarily to increases in stock-based compensation expense of $14.4 million and wage-related expense of $12.8 million, partially offset by a $6.0 million charge in the first quarter of 2021, related to the acquisition of an additional 21% interest in MyBuilder at a premium to fair value. The increase in stock-based compensation expense was due primarily to the reversal of previously recognized expense related to unvested awards that were forfeited due to management departures in the first quarter of 2021, the acceleration of stock-based awards related to management departures in ~~the third quarter of 2022, and n~~ew awards granted. The increases in wage-related expense, provision for credit losses and legal expense were due primarily to the factors described above in the three-month discussion. The increase in professional fees was due primarily to outsourced personnel costs and legal fees. The increase in software licenses and maintenance costs was due primarily to increased investment in software to support Angi Inc.'s customer service function. The decrease in impairments of ROU assets and related leasehold improvements and furniture and equipment was due primarily to charges of $2.3 million in 2022 relative to $9.6 million in 2021, primarily due to Angi Inc. reducing its real estate footprint in 2021.

•~~The Emerging & Other increase~~Vivian Health was due primarily to a $7.1 million charge ~~at Vivian Health~~ related to the sale of equity interests held by certain members of its management and the settlement of certain employee stock-based awards in conjunction with the equity raise in the second quarter of 2022, ~~and increases~~partially of ~~$3.5~~fset by an increase of $4.4 million in ~~professional fees~~payroll-related expenses due to higher headcount.

•The Dotdash Meredith decrease was due primarily to an impairment charge at ~~Newco (an IAC incubator) and $1.8~~Other (unallocated corporate costs) of $44.7 million of a ROU asset related to unoccupied lease space recognized in ~~software maintenance at Care.com,~~the first quarter of 2023, partially offset by inclusion in 2022 of $24.6 million in restructuring costs related to activities described above under "Dotdash Meredith Restructuring and Other Charges" and the inclusion of $5.8 million in ~~2021~~2022 of ~~$15.0 million~~transaction-related costs related to the acquisition of Meredith and a decrease in expense in ~~an acquisition-related contingent consideration fair value adjustment at Mosaic Group, as~~2023 of $8.0 million due to the reversal of certain indemnification liabilities described above in the three-month ~~discussion, and a gain~~discussion.

Table of ~~$3.2 million at Care.com related~~Contents

Product development expense


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
	(Dollars in thousands)
Product development expense	$	79,714	$	4,287	6%	$	75,427	$	250,899	$	10,276	4%	$	240,623
As a percentage of revenue	7%					6%		8%					6%

For the three months ended September 30, 2023 compared to the ~~termination~~three months ended September 30, 2022

Product development expense in 2023 increased from 2022 due to an increase of $5.7 million from Angi Inc., partially offset by a ~~lease~~decrease of $1.4 million from Emerging & Other.

•The Angi Inc. increase was due primarily to an increase of $4.5 million from Ads and Leads due primarily to an increase in ~~the first quarter~~compensation expense of ~~2022.~~$3.9 million related primarily to increased spend on projects that did not meet capitalization requirements.

•The ~~Corporate~~Emerging & Other decrease was due primarily to the inclusion in ~~2021~~the prior year period of ~~$6.1~~$2.6 million of ~~transaction-related costs~~expense at Bluecrew, which was sold on November 9, 2022, partially offset by an increase of $1.6 million in ~~connection with the Spin-off.~~compensation expense at Vivian Health due primarily to an increase in headcount.

~~Product development expense~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
(Dollars in thousands)
Product development expense $ 74,078 $ 21,801 42% $ 52,277 $ 239,149 $ 81,556 52% $ 157,593
As a percentage of revenue 6% 6% 6% 6%

For the ~~three~~nine months ended September 30, ~~2022~~2023 compared to the ~~three~~nine months ended September 30, ~~2021~~2022

Product development expense in ~~2022~~2023 increased from ~~2021~~2022 due primarily to increases of $17.7 million from Angi Inc. and $2.5 million from Dotdash Meredith, partially offset by a decrease of $10.9 million from Emerging & Other.

•The Angi Inc. increase was due primarily to an increase of ~~$22.5~~$15.9 million from ~~Dotdash Meredith.~~Ads and Leads due primarily to an increase in compensation expense of $17.0 million due primarily to the factor described in the three-month discussion.

•The Dotdash Meredith increase was due primarily to ~~$20.9 million~~an increase of ~~expense from the inclusion of Meredith.~~

~~Table of Contents~~

~~For the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021~~

~~Product development expense in 2022 increased from 2021 due to increases of $68.9~~$1.8 million from ~~Dotdash Meredith~~Digital due primarily to an increase in compensation expense of $4.0 million related to primarily to an increase in headcount and ~~$18.0 million from Emerging & Other,~~a decrease in compensation expense that qualified for capitalization, partially offset by a decrease of ~~$4.6 million from Search.~~

•~~The Dotdash Meredith increase was due primarily to $64.8 million of expense from the inclusion of Meredith and an increase of $4.2~~$1.7 million in ~~compensation expense at Dotdash due primarily to an increase in headcount.~~software maintenance.

•The Emerging & Other increase was due primarily to increases of $7.5 million in compensation expense and $3.4 million in outsourced personnel costs at Care.com, and a $2.4 million charge at Vivian Health related to the sale of equity interests held by certain members of its management and the settlement of certain employee stock-based awards in conjunction with the equity raise in the second quarter of 2022. The increase in compensation expense at Care.com was due primarily to higher headcount. The increase in outsourced personnel costs at Care.com was due primarily to enhancing existing product offerings and developing new products.

•~~The Search~~ decrease was due primarily to ~~a decrease~~the inclusion in the prior year period of ~~$5.4~~$7.6 million ~~in compensation~~of expense ~~due primarily to the reduction in headcount following the cessation of new B2C products described above under "Services Agreement with Google (the "Services Agreement")."~~at Bluecrew.

Depreciation


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended September 30,							Nine Months Ended September 30,
		2022		$ Change		% Change	2021		2022		$ Change		% Change	2021			2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
		(Dollars in thousands)															(Dollars in thousands)
Depreciation	Depreciation	$	27,567	$	9,772	55%	$	17,795	$	86,855	$	32,762	61%	$	54,093	Depreciation	$	33,776	$	6,209	23%	$	27,567	$	136,231	$	49,376	57%	$	86,855
As a percentage of revenue	As a percentage of revenue	2%					2%		2%					2%		As a percentage of revenue	3%					2%		4%					2%

For the three months ended September 30, ~~2022~~2023 compared to the three months ended September 30, ~~2021~~2022

Depreciation increased in ~~2022~~2023 from ~~2021~~2022 due primarily to increases of $4.8 million at Angi Inc. and $1.8 million at Dotdash Meredith. The increase at Angi Inc. was due primarily to investments in capitalized software which are being depreciated over an average useful life of two years. The increase at Dotdash Meredith was due primarily to an increase in depreciation as a result of the reclassification in the prior year of certain acquired capitalized software from depreciable assets to intangible assets in connection with the completion of purchase accounting related to the acquisition of Meredith, partially offset by the inclusion of a $7.0 million impairment recorded in the third quarter of 2022 of leasehold improvements and furniture and equipment ~~at Dotdash Meredith of $7.0 million~~ related to the consolidation of certain leased spaces, as described above under "Dotdash Meredith Restructuring ~~Charges"~~ and an Other Charges."

~~increase in expense~~Table of ~~$3.1 million at Angi Inc. due primarily to investments in capitalized software.~~Contents

For the nine months ended September 30, ~~2022~~2023 compared to the nine months ended September 30, ~~2021~~2022

Depreciation increased in ~~2022~~2023 from ~~2021 due primarily to $31.4 million of expense from the inclusion of Meredith and the factors described above in the three-month discussion.~~

~~Table of Contents~~

~~Operating (loss) income~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
(Dollars in thousands)
Dotdash Meredith
Digital $ (104,445) $ (111,527) NM $ 7,082 $ (95,217) $ (139,600) NM $ 44,383
Print 27,325 27,325 N/A — (31,109) (31,109) N/A —
Other (18,378) (18,378) N/A — (52,924) (52,924) N/A —
Total Dotdash Meredith (95,498) (102,580) NM 7,082 (179,250) (223,633) NM 44,383
Angi Inc. (11,058) 3,915 26% (14,973) (65,901) (18,306) (38)% (47,595)
Search 19,085 (10,926) (36)% 30,011 70,461 (3,598) (5)% 74,059
Emerging & Other (1,577) 20,662 93% (22,239) (114,402) (90,456) (378)% (23,946)
Corporate (35,632) (3,684) (12)% (31,948) (110,542) 4,076 4% (114,618)
Total $ (124,680) $ (92,613) (289)% $ (32,067) $ (399,634) $ (331,917) (490)% $ (67,717)
As a percentage of revenue (10)% (3)% (10)% (3)%

~~_____________________~~

~~NM = Not meaningful~~

~~For the three months ended September 30,~~ 2022 ~~compared to the three months ended September 30, 2021~~

~~Operating loss increased $92.6 million to $124.7 million, despite the increase of $24.5 million in Adjusted EBITDA, described below,~~ due primarily to increases of ~~$106.7~~$25.8 million ~~in amortization of intangibles, $15.7~~at Dotdash Meredith and $25.1 million in stock-based compensation expense, and $9.8 million in depreciation, partially offset by the inclusion in 2021 of $15.0 million of expense related to an acquisition-related contingent consideration fair value adjustment.at Angi Inc. The increase ~~in the amortization of intangibles~~at Dotdash Meredith was due primarily to the acquisition of Meredith, partially offset by lower expense at Care.com due to certain intangible assets becoming fully amortized. The increase in stock-based compensation expense was due primarily to new awards granted, the forfeiture of certain equity awards in 2021 and the acceleration of awards related to management departures in ~~the third quarter of 2022. The increase in depreciation was due primarily to~~ ~~the~~an impairment of leasehold improvements and furniture and equipment ~~at Dotdash Meredith~~ of $25.3 million in the first quarter of 2023 related to unoccupied leased space and a $4.2 million write-off of certain leasehold improvements and furniture and equipment during the second quarter of 2023, partially offset by the inclusion of a $7.0 million impairment recorded in the third quarter of 2022 of leasehold improvements and furniture and equipment related to the consolidation of certain leased spaces, as described above under "Dotdash Meredith Restructuring ~~Charges"~~ and an Other Charges."The increase ~~in expense of $3.1 million~~ at Angi Inc. was due primarily to an increase in capitalized software projects placed in service and investments in capitalized software.

Operating income (loss)


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
	(Dollars in thousands)
Dotdash Meredith
Digital	$	1,467	$	105,912	NM	$	(104,445)	$	(10,361)	$	84,856	89%	$	(95,217)
Print	2,003		(25,322)		(93)%	27,325		(4,697)		26,412		85%	(31,109)
Other	(7,043)		11,335		62%	(18,378)		(117,569)		(64,645)		(122)%	(52,924)
Total Dotdash Meredith	(3,573)		91,925		96%	(95,498)		(132,627)		46,623		26%	(179,250)
Angi Inc.
Domestic
Ads and Leads	8,115		(14,639)		(64)%	22,754		26,386		(35,146)		(57)%	61,532
Services	(3,887)		6,893		64%	(10,780)		(21,514)		36,067		63%	(57,581)
Roofing	(2,246)		6,299		74%	(8,545)		(3,137)		15,347		83%	(18,484)
Other	(14,854)		688		4%	(15,542)		(46,361)		294		1%	(46,655)
Total Domestic	(12,872)		(759)		(6)%	(12,113)		(44,626)		16,562		27%	(61,188)
International	2,764		1,709		162%	1,055		7,365		12,078		NM	(4,713)
Total Angi Inc.	(10,108)		950		9%	(11,058)		(37,261)		28,640		43%	(65,901)
Search	12,011		(7,074)		(37)%	19,085		36,742		(33,719)		(48)%	70,461
Emerging & Other	2,852		4,429		NM	(1,577)		17,650		132,052		NM	(114,402)
Corporate	(33,919)		1,713		5%	(35,632)		(108,310)		2,232		2%	(110,542)
Total	$	(32,737)	$	91,943	74%	$	(124,680)	$	(223,806)	$	175,828	44%	$	(399,634)

As a percentage of revenue	(3)%					(10)%		(7)%					(10)%

_____________________

NM = Not meaningful

Table of Contents

For the ~~nine~~three months ended September 30, ~~2022~~2023 compared to the ~~nine~~three months ended September 30, ~~2021~~2022

Operating loss decreased ~~$331.9~~$91.9 million to ~~$399.6~~a loss of $32.7 million due primarily to an increase in Adjusted EBITDA of ~~$189.5~~$45.6 million, described below, and decreases of $59.4 million in amortization of intangibles ~~a goodwill impairment of $86.7 million at Mosaic Group in the second quarter of 2022, increases of $34.7~~and $2.2 million in stock-based compensation expense, ~~and $32.8 million in depreciation, and a decrease in Adjusted EBITDA of $3.9 million, described below,~~ partially offset by a ~~change~~goodwill impairment of $9.0 million at Mosaic Group and an increase of $6.2 million in ~~acquisition-related contingent consideration~~depreciation. The decrease in the amortization of intangibles was due primarily to a higher expense in the third quarter of 2022 at Dotdash Meredith resulting from fair value adjustments ~~(income~~recorded during the measurement period to identifiable intangible assets in connection with the completion of ~~$0.6~~purchase accounting related to the acquisition of Meredith, partially offset by a $7.6 million indefinite-lived intangible asset impairment at the Dotdash Meredith Digital segment in ~~2022 compared~~the third quarter of 2023. The decrease in stock-based compensation expense was due primarily to lower expense at Angi Inc.'s Services segment due to a reduction in headcount as a result of ~~$15.0 million in 2021).~~the shift away from complex and less profitable offerings. The goodwill impairment at Mosaic Group is a result of the projected reduction in future revenue and profits from the business and lower trading multiples of a selected peer group of companies. The increase in depreciation was due primarily to investments in capitalized software at Angi Inc. and the reclassification in the prior year of certain acquired capitalized software from depreciable assets to intangible assets in connection with the completion of purchase accounting related to the acquisition of Meredith, partially offset by the inclusion of a $7.0 million impairment recorded in the third quarter of 2022 of leasehold improvements and furniture and equipment related to the consolidation of certain leased spaces, as described above under "Dotdash Meredith Restructuring and Other Charges."

For the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

Operating loss decreased $175.8 million to a loss of $223.8 million due primarily to a net decrease in goodwill impairments of $77.7 million at Mosaic Group ($9.0 million in 2023 compared to $86.7 million in 2022), an increase in Adjusted EBITDA of $79.8 million, described below, and decreases of $63.9 million in amortization of intangibles and $4.4 million in stock-based compensation expense, partially offset by an increase of $49.4 million in depreciation and income of $0.6 million in 2022 related to an acquisition-related contingent consideration fair value adjustment. The goodwill impairments in 2023 and 2022 at Mosaic Group were due to the projected reduction in future revenue and profits from the business and lower trading multiples of a selected peer group of companies. The decrease in the amortization of intangibles was due primarily to lower expense at Dotdash Meredith due to the factors described above in the three-month discussion, and lower expense at Care.com and Angi Inc.'s Services segment due to certain intangible assets becoming fully amortized, partially offset by a $7.6 million indefinite-lived intangible asset impairment at the Dotdash Meredith Digital segment in the third quarter of 2023. The decrease in stock-based compensation expense was due primarily to lower expense at Angi Inc.'s Services segment due to the reduction in headcount described above in the three-month discussion. The increase in depreciation was due primarily to the impairment of leasehold improvements and furniture and equipment of $25.3 million at Dotdash Meredith in the first quarter of 2023 related to unoccupied leased space, a $4.2 million write-off of certain leasehold improvements and furniture and equipment during the second quarter of 2023 and an increase in expense ~~from~~at Angi Inc. due primarily to an increase in capitalized software projects placed in service and investments in capitalized software, partially offset by the inclusion of a $7.0 million impairment at Dotdash Meredith ~~and factors~~recorded in the third quarter of 2022 described above in the ~~three-month~~three-months discussion. The increase in stock-based compensation expense was due primarily to the reversal of previously recognized stock-based compensation expense due to forfeitures from management departures in 2021, the acceleration of awards related to management departures in ~~the third quarter of 2022~~ ~~and new awards granted since the first quarter of 2021.~~

See "Note ~~3—Goodwill~~2—Financial Instruments and ~~Intangible Assets~~Fair Value Measurements" to the financial statements included in "Item 1. 1—Consolidated Financial Statements" for ~~a detailed description of~~additional information on the Mosaic Group goodwill impairment and the Dotdash Meredith Digital indefinite-lived intangible asset impairment.

At September 30, ~~2022, Mosaic Group has goodwill~~2023, there was $289.6 million of $153.6 million and the carrying value of this reporting unit approximates its fair value. Any subsequent declines in the fair value of Mosaic Group will result in additional goodwill impairment charges to the extent the carrying value exceeds the fair value.

~~Table of Contents~~

~~The aggregate carrying value of goodwill for which the most recent estimate of the excess of fair value over carrying value is less than 20% is approximately $644.5 million.~~

~~At September 30, 2022, there w~~as ~~$349.6 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 ~~4.6~~ 4.0 years.

~~years.~~Table of Contents

Adjusted EBITDA


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended September 30,							Nine Months Ended September 30,
		2022		$ Change		% Change	2021		2022		$ Change		% Change	2021			2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
		(Dollars in thousands)															(Dollars in thousands)							(Dollars in thousands)
Dotdash Meredith	Dotdash Meredith															Dotdash Meredith
Digital	Digital	$	22,602	$	14,400	176%	$	8,202	$	108,718	$	60,045	123%	$	48,673	Digital	$	51,830	$	29,228	129%	$	22,602	$	127,067	$	18,349	17%	$	108,718
Print	Print	23,097		23,097		N/A	—		18,882		18,882		N/A	—		Print	19,267		(3,830)		(17)%	23,097		48,011		29,129		154%	18,882
Other	Other	(14,506)		(14,506)		N/A	—		(48,706)		(48,706)		N/A	—		Other	(2,834)		11,672		80%	(14,506)		(75,840)		(27,134)		(56)%	(48,706)
Total Dotdash Meredith	Total Dotdash Meredith	31,193		22,991		280%	8,202		78,894		30,221		62%	48,673		Total Dotdash Meredith	68,263		37,070		119%	31,193		99,238		20,344		26%	78,894
Angi Inc.	Angi Inc.	22,882		10,487		85%	12,395		29,402		(1,737)		(6)%	31,139		Angi Inc.
Domestic																Domestic
Ads and Leads																Ads and Leads	32,198		(11,146)		(26)%	43,344		100,204		(19,629)		(16)%	119,833
Services																Services	3,534		5,476		NM	(1,942)		3,066		37,488		NM	(34,422)
Roofing																Roofing	(1,983)		5,888		75%	(7,871)		(2,456)		13,531		85%	(15,987)
Other																Other	(11,933)		617		5%	(12,550)		(37,396)		706		2%	(38,102)
Total Domestic																Total Domestic	21,816		835		4%	20,981		63,418		32,096		102%	31,322
International																International	4,046		2,145		113%	1,901		11,237		13,157		NM	(1,920)
Total Angi Inc.																Total Angi Inc.	25,862		2,980		13%	22,882		74,655		45,253		154%	29,402
Search	Search	19,111		(10,920)		(36)%	30,031		70,528		(3,559)		(5)%	74,087		Search	12,033		(7,078)		(37)%	19,111		36,806		(33,722)		(48)%	70,528
Emerging & Other	Emerging & Other	2,425		(312)		(11)%	2,737		(13,719)		(35,311)		NM	21,592		Emerging & Other	14,970		12,545		517%	2,425		36,057		49,776		NM	(13,719)
Corporate	Corporate	(20,830)		2,302		10%	(23,132)		(65,240)		6,529		9%	(71,769)		Corporate	(20,754)		76		—%	(20,830)		(67,073)		(1,833)		(3)%	(65,240)
Total	Total	$	54,781	$	24,548	81%	$	30,233	$	99,865	$	(3,857)	(4)%	$	103,722	Total	$	100,374	$	45,593	83%	$	54,781	$	179,683	$	79,818	80%	$	99,865

As a percentage of revenue	As a percentage of revenue	4%					3%		3%					4%		As a percentage of revenue	9%					4%		5%					3%

For a reconciliation of net ~~(loss) earnings~~loss attributable to IAC shareholders to operating loss to Adjusted EBITDA, see "Principles of Financial Reporting." For a reconciliation of operating income (loss) ~~income~~ to Adjusted EBITDA for the Company's reportable segments, see "Note 8—5—Segment Information" to the financial statements included in "Item 1. 1—Consolidated Financial Statements."

For the three months ended September 30, ~~2022~~2023 compared to the three months ended September 30, ~~2021~~2022

•Dotdash Meredith Adjusted EBITDA increased ~~280%~~$37.1 million to ~~$31.2~~$68.3 million due to ~~higher revenue,~~an increase in Adjusted EBITDA of $29.2 million from Digital and reduced Adjusted EBITDA losses of $11.7 million from Other (unallocated corporate costs), partially offset by ~~$17.7~~a decrease in Adjusted EBITDA of $3.8 million from Print.

◦The Digital Adjusted EBITDA increase was due primarily to lower operating expenses and the inclusion in 2022 of $15.0 million of restructuring charges and ~~$0.8~~transaction-related expenses, including a $14.3 million impairment of a ROU asset related to the consolidation of certain leased spaces following the Meredith acquisition.

◦The Other (unallocated corporate costs) Adjusted EBITDA loss decrease was due primarily to a decrease in ~~transaction-related costs associated~~expense in 2023 of $8.0 million due to the reversal of certain indemnification liabilities established for tax contingencies in connection with the acquisition of Meredith ~~acquisition~~ and the inclusion in 2022 of $1.6 million of re~~described above under "Dotdash~~structuring charges and transaction-related expenses.

◦The Print Adjusted EBITDA decrease was due primarily to revenue declines, partially offset by lower operating expenses driven by the reduction in the circulation of certain publications and the inclusion in 2022 of $1.9 million of restructuring charges and transaction-related expenses.

See "Note 6—Dotdash Meredith Restructuring ~~Charges.~~Charges, Transaction-Related Expenses and Change-In-Control Payments" to the financial statements included in "Item 1—Consolidated Financial Statements" for additional information on Dotdash Meredith restructuring charges.

Table of Contents

•Angi Inc. Adjusted EBITDA increased ~~$10.5~~$3.0 million to ~~$22.9~~$25.9 million due primarily to ~~higher~~reduced Adjusted EBITDA losses of $5.9 million from Roofing and increases in Adjusted EBITDA of $5.5 million and $2.1 million from Services and International, respectively, partially offset by a decrease in Adjusted EBITDA of $11.1 million from Ads and Leads.

◦The Roofing Adjusted EBITDA loss decrease was due primarily to lower selling and marketing expenses and general and administrative expense due to headcount rationalization and a strategic shift of operations to select markets.

◦The Services Adjusted EBITDA increase was due primarily to pricing and fulfillment optimization efforts over the past year and lower operating expenses due to a reduced overall cost base as a result of a shift away from complex and less profitable offerings.

◦The International Adjusted EBITDA increase was due primarily to an increase in revenue and lower selling and marketing expense due to more efficient marketing spend.

◦The Ads and Leads Adjusted EBITDA decrease was due primarily to a decrease in revenue, partially offset by ~~an increase of~~ ~~$25.2 million~~ inlower general and administrative expense ~~which is described above.~~due to a decrease in the provision for credit losses and lower compensation expense and lower selling and marketing expense due to improved marketing efficiency.

•Search Adjusted EBITDA decreased ~~$10.9 million~~37% to ~~$19.1 million due to a decrease in Ask Media Group revenue and an increase in online marketing, partially offset by a decrease in traffic acquisitions costs.~~

•Emerging & Other Adjusted EBITDA decreased $0.3 million to $2.4 million due primarily to increased losses at Bluecrew, the Daily Beast and Newco and lower profits at Mosaic Group, partially offset by increased profits at Care.com.

•~~Corporate Adjusted EBITDA loss decreased 10% to $20.8 million due primarily to lower wage-related expense.~~

~~For the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021~~

•Dotdash Meredith Adjusted EBITDA increased 62% to $78.9 million, due to higher revenue, partially offset by $53.8 million in restructuring charges and $6.0 million in transaction-related costs associated with the Meredith acquisition described above under "Dotdash Meredith Restructuring Charges."

~~Table of Contents~~

•Angi Inc. Adjusted EBITDA decreased 6% to $29.4 million, despite higher revenue, due to an increase of $112.8 million in cost of revenue due primarily to the growth of Angi Services, including $53.7 million of costs attributable to the inclusion of Angi Roofing for nine months in the current year compared to three months in the prior year, and an increase of $7.2 million in advertising expense, due primarily to the consolidation under a single brand on March 17, 2021, which has adversely affected both free and paid search engine marketing efforts.

•~~Search Adjusted EBITDA decreased $3.6 million to $70.5~~$12.0 million due primarily to a decrease in Desktop revenue resulting from the wind-down of the B2C business and an increase in traffic acquisition costs at Ask Media Group as a result of ~~unfavorable revenue share rates resulting in~~ higher revenue share ~~payments compared to the prior year, partially offset by higher revenue from Ask Media Group.~~rates.

•Emerging & Other Adjusted EBITDA ~~decreased $35.3~~increased $12.5 million to $15.0 million due primarily to the sale of Bluecrew, which had Adjusted EBITDA losses of $7.4 million in the prior year period, and higher profits at Mosaic Group and Care.com.

For the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

•Dotdash Meredith Adjusted EBITDA increased $20.3 million to $99.2 million due to increases in Adjusted EBITDA of $29.1 million and $18.3 million from Print and Digital, respectively, partially offset by an increase in Adjusted EBITDA losses of $27.1 million from Other (unallocated corporate costs).

◦The Print Adjusted EBITDA increase was due primarily to the inclusion in 2022 of $27.2 million of restructuring charges and transaction-related expenses.

◦The Digital Adjusted EBITDA increase was due primarily to decreases in traffic acquisition costs, compensation expense and the inclusion in 2022 of $22.9 million of restructuring charges and transaction-related expenses, including a $14.3 million impairment of a ROU asset described above in the three-month discussion.

◦The Other (unallocated corporate costs) Adjusted EBITDA loss increase was due primarily to an impairment charge of $44.7 million of a ROU asset related to unoccupied lease space recognized in the first quarter of 2023, partially offset by the inclusion in 2022 of $9.7 million of restructuring charges and transaction-related expenses and a decrease in expense in 2023 of $8.0 million due to the reversal of certain indemnification liabilities described above in the three-month discussion.

See "Note 6—Dotdash Meredith Restructuring Charges, Transaction-Related Expenses and Change-In-Control Payments" to the financial statements included in "Item 1—Consolidated Financial Statements" for additional information on Dotdash Meredith restructuring charges.

•Angi Inc. Adjusted EBITDA increased $45.3 million to $74.7 million due primarily to increases in Adjusted EBITDA of $37.5 million and $13.2 million from Services and International, respectively, and reduced Adjusted EBITDA losses of $13.5 million from Roofing, partially offset by a decrease in Adjusted EBITDA of $19.6 million from Ads and Leads.

◦The Services Adjusted EBITDA increase was due primarily to pricing and fulfillment optimization efforts and lower operating expenses described above in the three-month discussion.

Table of Contents

◦The International Adjusted EBITDA increase was due an increase in revenue and lower selling and marketing expense.

◦The Roofing Adjusted EBITDA loss decrease was due primarily to the factors described above in the three-month discussion.

◦The Ads and Leads Adjusted EBITDA decrease was due primarily to lower revenue, partially offset by lower selling and marketing expense and lower general and administrative expense described above in the three-month discussion.

•Search Adjusted EBITDA decreased 48% to $36.8 million due primarily to lower revenue at Ask Media Group due to a reduction in marketing by affiliate partners driving fewer visitors to ad supported search and content websites and at Desktop resulting from the wind-down of the B2C business.

•Emerging & Other Adjusted EBITDA increased $49.8 million to $36.1 million from a loss of $13.7 million due primarily to the sale of Bluecrew, which had Adjusted EBITDA losses of $20.7 million in the prior year period, higher profits at Care.com and Mosaic Group and the inclusion in the second quarter of 2022 of a $9.8 million charge at Vivian Health related to the sale of equity interests held by certain members of its management and the settlement of certain employee stock-based awards in conjunction with the equity raise in ~~the second quarter of 2022, lower profits at Mosaic Group and IAC Films and increased losses at Newco, Bluecrew and the Daily Beast, partially offset by higher profits at Care.com.~~April 2022.

•Corporate Adjusted EBITDA loss ~~decreased 9%~~increased $1.8 million to ~~$65.2~~$67.1 million due primarily to ~~the inclusion in 2021 of $6.1 million of transaction-related costs in connection with the Spin-off.~~increased compensation expense.

Interest expense

Three Months Ended September 30, Nine Months Ended September 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
(Dollars in thousands)
Interest expense $ 29,433 $ 23,401 388% $ 6,032 $ 74,862 $ 56,399 305% $ 18,463


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
	(Dollars in thousands)
Interest expense	$	40,157	$	10,724	36%	$	29,433	$	117,406	$	42,544	57%	$	74,862

For the three and nine months ended September 30, ~~2022~~2023 compared to the three and nine months ended September 30, ~~2021~~2022

Interest expense in ~~2022~~2023 increased from ~~2021~~2022 due primarily to an increase in interest rates from 6.61% and 4.86% at September 30, 2022to 9.43% and 7.60% at September 30, 2023on the Dotdash Meredith Term ~~Loans, partially offset by the repayment of the ANGI Group~~Loan B and Dotdash Meredith Term Loan ~~during the second quarter of 2021 and the write-off of deferred debt issuance costs associated with the termination of the ANGI Group Revolving Facility in August 2021.~~A, respectively.

Unrealized (loss) gain ~~(loss)~~ on investment in MGM Resorts International ("MGM")

Three Months Ended September 30, Nine Months Ended September 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
(Dollars in thousands)
Unrealized gain (loss) on investment in MGM Resorts International $ 42,523 $ 13,006 44% $ 29,517 $ (970,112) $ (1,657,267) NM $ 687,155


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
	(Dollars in thousands)
Unrealized (loss) gain on investment in MGM Resorts International	$	(463,421)	$	(505,944)	NM	$	42,523	$	209,057	$	1,179,169	NM	$	(970,112)

Table of Contents

For the three and ninemonthsended September 30, 2023 compared to the three and nine months ended September 30, 2022 ~~compared to~~

The Company's investment in MGM is accounted for as a marketable equity security. The Company recognized an unrealized pre-tax loss and gain on its investment in MGM of $463.4 million and $209.1 million for the three and nine months ended September 30, ~~2021~~2023, respectively, and an unrealized pre-tax gain and loss of $42.5 million and $970.1 million for the three and nine months ended September 30, 2022, respectively, which were due to changes in the price of MGM's common stock as reported on the New York Stock Exchange. As of September 30, 2023, the Company owns approximately 64.7 million common shares in MGM. Based on the number of MGM shares outstanding at June 30, 2023, the Company owns 18.3% of MGM.

~~During~~Other income (expense), net


	Three Months Ended September 30,					Nine Months Ended September 30,
	2023			2022		2023		2022
	(Dollars in thousands)
Interest income	$	18,342		$	8,778	$	52,612	$	11,918
Unrealized increase (decrease) in the estimated fair value of a warrant	6,457			8,467		(1,274)		21,318
Net realized gains on sales of businesses, investments and upward (downward) adjustments to the carrying value of equity securities without readily determinable fair values	1,318			20,361		2,666		265
Net periodic pension benefit credit (cost), other than the service cost component(a)	743			1,871		217		(75,317)
Foreign exchange (losses) gains, net	(1,685)			(5,196)		396		(11,425)
Unrealized losses related to marketable equity securities	(257)			(13,972)		(145)		(8,316)


Other	537			(631)		5,717		(1,491)
Other income (expense), net	$	25,455		$	19,678	$	60,189	$	(63,048)

$ Change	$	5,777				$	123,237
% Change	29		%			NM

_____________________

(a) Includes pre-tax actuarial gains of $1.0 million and $1.2 million related to the pension plans in the U.S. for the three and nine months ended September 30, 2023, respectively. Includes a pre-tax actuarial gain of $2.6 million related to the funded pension plan in the U.S. for the three months ended September 30, 2022 and 2021, the Company recorded unrealized pre-tax gains of $42.5 million and $29.5 million, respectively. In the third quarter of 2022, the Company purchased an additional 1.2 million shares of MGM for $41.8 million.

~~For the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021~~

During the nine months ended September 30, 2022 and 2021, the Company recorded an unrealized pre-tax loss of $970.1 million and an unrealized pre-tax gain of $687.2 million, respectively. In the first and third quarters of 2022, the Company purchased a total of 5.7 million additional shares of MGM for $244.3 million. Following these purchases, the Company owns approximately 64.7 million shares, representing a 16.9%~~ownership interest in MGM as ofOctober 31, 2022~~.

~~Table of Contents~~

~~Other income (expense), net~~

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
(Dollars in thousands)
Realized gain related to the sale of investments $ 11,840 $ 3,022 $ 12,302 $ 3,103
Interest income 8,778 216 11,918 931
Unrealized increase in the estimated fair value of a warrant 8,467 47,075 21,318 102,331
Upward (downward) adjustments to the carrying value of equity securities without readily determinable fair values 8,245 7,516 (14,131) 8,892
Net periodic pension benefit credits (costs), other than the service cost component(a)
1,871 — (75,317) —
Unrealized (loss) gain related to marketable equity securities (13,972) 25,794 (8,316) 25,794
Foreign exchange losses, net(b)
(5,196) (858) (11,425) (11,976)
Realized (loss) gain on the sale of a marketable equity security — (3,536) — 7,174
Loss on extinguishment of debt(c)
— — — (1,110)
Other (355) 310 603 (1,751)
Other income (expense), net $ 19,678 $ 79,539 $ (63,048) $ 133,388
$ Change $ (59,861) $ (196,436)
% Change (75) % NM

~~_____________________~~

~~(a)~~ ~~Includes a pre-tax actuarial gain of $2.6 million for the three months ended September 30, 2022 related to Meredith's funded pension plan in the U.S. and~~ a pre-tax actuarial loss of ~~$76.1~~$76.0 million ~~for the nine months ended September 30, 2022~~ related to ~~Meredith's~~the funded pension plans in the U.K.~~, consisting of the IPC Pension Scheme,~~ and the U.S. for the nine months endedSeptember 30, 2022. See "Note 9—7—Pension and Postretirement Benefit Plans" for additional information.

~~(b)~~ ~~Includes $10.0 million in foreign exchange losses primarily related to the substantial liquidation of certain foreign subsidiaries in the nine months ended September 30, 2021.~~

~~(c)~~ ~~Represents the write-off of deferred debt issuance costs related to the ANGI Group Term Loan, which was repaid in its entirety during the second quarter of 2021.~~

Income tax benefit ~~(provision)~~


		Three Months Ended September 30,							Nine Months Ended September 30,								Three Months Ended September 30,							Nine Months Ended September 30,
		2022		$ Change		% Change	2021		2022		$ Change		% Change	2021			2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
		(Dollars in thousands)															(Dollars in thousands)
Income tax benefit (provision)		$	26,065	$	35,975	NM	$	(9,910)	$	325,517	$	476,563	NM	$	(151,046)
Income tax benefit																Income tax benefit	$	118,838	$	92,773	356%	$	26,065	$	3,633	$	(321,884)	(99)%	$	325,517
Effective income tax rate	Effective income tax rate	28%					14%		22%					21%		Effective income tax rate	23%					28%		5%					22%

For further details of income tax matters, see "Note ~~10—~~8—Income Taxes" to the financial statements included in "Item 1. Consolidated Financial Statements."

For the three months ended September 30, ~~2022~~2023 compared to the three months ended September 30, ~~2021~~2022

In 2023, the effective income tax rate is higher than the statutory rate of 21% due primarily to state taxes.

In 2022, the effective income tax rate was higher than the statutory rate of 21% due primarily to the realization of a capital loss.

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For the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022

In ~~2021,~~2023, the effective income tax rate ~~was~~is lower than the statutory rate of 21% due primarily to ~~excess tax benefits generated by the exercise and vesting of stock-based awards, partially offset by state taxes,~~ nondeductible ~~stock-based~~ compensation expense, ~~and~~return to provision adjustments, foreign income taxed at different ~~rates.~~statutory rates and unconsolidated tax losses, partially offset by research credits and realization of capital losses.

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~~For the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021~~

In 2022, the effective income tax rate was higher than the statutory rate of 21% due primarily to state taxes, offset by the non-deductible portion of the ~~Mosaic Group~~ goodwill impairment ~~charge.~~

In 2021, the effective income tax rate was the same as the statutory rate of 21% due to excess tax benefits generated by the exercise and vesting of stock-based awards, offset by an increase in the valuation allowance on beginning-of-the-year deferred tax assets related to the Spin-off and state taxes.at Mosaic Group.

Net loss ~~(earnings)~~ attributable to noncontrolling interests

Three Months Ended September 30, Nine Months Ended September 30,
2022 $ Change % Change 2021 2022 $ Change % Change 2021
(Dollars in thousands)
Net loss (earnings) attributable to noncontrolling interests $ 2,024 $ 2,381 NM $ (357) $ 13,388 $ 10,299 333% $ 3,089


	Three Months Ended September 30,							Nine Months Ended September 30,
	2023		$ Change		% Change	2022		2023		$ Change		% Change	2022
	(Dollars in thousands)
Net loss attributable to noncontrolling interests	$	1,484	$	(540)	(27)%	$	2,024	$	6,525	$	(6,863)	(51)%	$	13,388

Net loss ~~(earnings)~~ attributable to noncontrolling interests in ~~2022~~2023 and ~~2021~~2022 primarily represents the publicly-held interest in Angi Inc.'s (losses) earnings. Net loss attributable to noncontrolling interests in 2022 also include a third-party interest in a subsidiary that holds two marketable equity securities that the Company recorded net unrealized losses on in 2022. Net (earnings) loss attributable to non-controlling interests in 2021 includes unrealized gains related to one of the investments that went public in the third quarter of 2021.losses.

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PRINCIPLES OF FINANCIAL REPORTING

The Company 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, and our internal budgets are based and may impact management compensation. 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. The Company 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. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.

The following table reconciles net ~~(loss) earnings~~loss attributable to IAC shareholders to operating loss to Adjusted EBITDA:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2022		2021		2022		2021			2023		2022		2023		2022
		(In thousands)									(In thousands)
Net (loss) earnings attributable to IAC shareholders		$	(63,823)	$	60,690	$	(1,168,751)	$	584,575
Net loss attributable to IAC shareholders										Net loss attributable to IAC shareholders	$	(390,538)	$	(63,823)	$	(61,808)	$	(1,168,751)
Add back:	Add back:									Add back:
Net (loss) earnings attributable to noncontrolling interests		(2,024)		357		(13,388)		(3,089)
Loss from discontinued operations, net of tax		—		—		—		1,831
Income tax (benefit) provision		(26,065)		9,910		(325,517)		151,046
Net loss attributable to noncontrolling interests										Net loss attributable to noncontrolling interests	(1,484)		(2,024)		(6,525)		(13,388)
Income tax benefit										Income tax benefit	(118,838)		(26,065)		(3,633)		(325,517)
Other (income) expense, net	Other (income) expense, net	(19,678)		(79,539)		63,048		(133,388)		Other (income) expense, net	(25,455)		(19,678)		(60,189)		63,048
Unrealized (gain) loss on investment in MGM Resorts International		(42,523)		(29,517)		970,112		(687,155)
Unrealized loss (gain) on investment in MGM Resorts International										Unrealized loss (gain) on investment in MGM Resorts International	463,421		(42,523)		(209,057)		970,112
Interest expense	Interest expense	29,433		6,032		74,862		18,463		Interest expense	40,157		29,433		117,406		74,862
Operating loss	Operating loss	(124,680)		(32,067)		(399,634)		(67,717)		Operating loss	(32,737)		(124,680)		(223,806)		(399,634)
Add back:	Add back:									Add back:
Stock-based compensation expense	Stock-based compensation expense	31,117		15,438		92,460		57,804		Stock-based compensation expense	28,962		31,117		88,096		92,460
Depreciation	Depreciation	27,567		17,795		86,855		54,093		Depreciation	33,776		27,567		136,231		86,855
Amortization of intangibles	Amortization of intangibles	120,777		14,067		234,048		44,542		Amortization of intangibles	61,373		120,777		170,162		234,048
Acquisition-related contingent consideration fair value adjustments	Acquisition-related contingent consideration fair value adjustments	—		15,000		(612)		15,000		Acquisition-related contingent consideration fair value adjustments	—		—		—		(612)
Goodwill impairment	Goodwill impairment	—		—		86,748		—		Goodwill impairment	9,000		—		9,000		86,748
Adjusted EBITDA	Adjusted EBITDA	$	54,781	$	30,233	$	99,865	$	103,722	Adjusted EBITDA	$	100,374	$	54,781	$	179,683	$	99,865

For a reconciliation of operating ~~loss~~income (loss) to Adjusted EBITDA for the Company's reportable segments, see "Note 8—5—Segment Information" to the financial statements included in "Item 1. 1—Consolidated Financial Statements."

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Non-Cash Expenses That Are Excluded from Our Non-GAAP Measure

Stock-based compensation expense consists of expense associated with awards that were granted under various IAC stock and annual incentive plans and expense related to awards issued by certain subsidiaries of the Company. These expenses are not paid in cash and we view the economic costs of stock-based awards to be the dilution to our share base; we also include the related shares in our fully diluted shares outstanding for GAAP earnings per share using the treasury stock method. The Company is currently settling all stock-based awards on a net basis; IAC remits the required tax-withholding amounts for net-settled awards from its current funds.

Depreciation is a non-cash expense relating to our capitalized software, equipment, buildings and leasehold improvements 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. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as advertiser relationships, technology, licensee relationships, ~~content,~~ trade names, content, service professional relationships, customer lists and user base and subscriber relationships, 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 impairments 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, 2022		December 31, 2021			September 30, 2023		December 31, 2022
							(In thousands)
Angi Inc. cash and cash equivalents:						Angi Inc. cash and cash equivalents:
United States						United States	$	359,187	$	311,422
All other countries						All other countries	7,638		9,733

Total Angi Inc. cash and cash equivalents						Total Angi Inc. cash and cash equivalents	366,825		321,155
		(In thousands)
Dotdash Meredith cash and cash equivalents:	Dotdash Meredith cash and cash equivalents:					Dotdash Meredith cash and cash equivalents:
United States	United States	$	125,002	$	218,612	United States	250,992		109,000
All other countries	All other countries	14,336		14,781		All other countries	15,412		14,866
Total Dotdash Meredith cash and cash equivalents	Total Dotdash Meredith cash and cash equivalents	139,338		233,393		Total Dotdash Meredith cash and cash equivalents	266,404		123,866

Angi Inc. cash and cash equivalents:
United States		302,046		404,277
All other countries		26,749		23,859
Total Angi Inc. cash and cash equivalents		328,795		428,136

IAC (excluding Dotdash Meredith and Angi Inc.) cash and cash equivalents and marketable securities:	IAC (excluding Dotdash Meredith and Angi Inc.) cash and cash equivalents and marketable securities:					IAC (excluding Dotdash Meredith and Angi Inc.) cash and cash equivalents and marketable securities:
United States	United States	1,106,843		1,408,828		United States	588,976		939,168
All other countries	All other countries	32,408		48,373		All other countries	30,007		33,201
Total cash and cash equivalents	Total cash and cash equivalents	1,139,251		1,457,201		Total cash and cash equivalents	618,983		972,369
Marketable securities (United States)	Marketable securities (United States)	16,343		19,788		Marketable securities (United States)	173,717		239,373
Total IAC (excluding Dotdash Meredith and Angi Inc.) cash and cash equivalents and marketable securities	Total IAC (excluding Dotdash Meredith and Angi Inc.) cash and cash equivalents and marketable securities	1,155,594		1,476,989		Total IAC (excluding Dotdash Meredith and Angi Inc.) cash and cash equivalents and marketable securities	792,700		1,211,742

Total cash and cash equivalents and marketable securities	Total cash and cash equivalents and marketable securities	$	1,623,727	$	2,138,518	Total cash and cash equivalents and marketable securities	$	1,425,929	$	1,656,763


Dotdash Meredith Debt:	Dotdash Meredith Debt:					Dotdash Meredith Debt:
Dotdash Meredith Term Loan A	Dotdash Meredith Term Loan A	$	336,875	$	350,000	Dotdash Meredith Term Loan A	$	319,375	$	332,500
Dotdash Meredith Term Loan B	Dotdash Meredith Term Loan B	1,240,625		1,250,000		Dotdash Meredith Term Loan B	1,228,125		1,237,500
Total Dotdash Meredith long-term debt	Total Dotdash Meredith long-term debt	1,577,500		1,600,000		Total Dotdash Meredith long-term debt	1,547,500		1,570,000
Less: current portion of Dotdash Meredith long-term debt	Less: current portion of Dotdash Meredith long-term debt	30,000		30,000		Less: current portion of Dotdash Meredith long-term debt	30,000		30,000
Less: original issue discount	Less: original issue discount	5,521		6,176		Less: original issue discount	4,680		5,310
Less: unamortized debt issuance costs	Less: unamortized debt issuance costs	10,673		12,139		Less: unamortized debt issuance costs	8,868		10,215
Total Dotdash Meredith long-term debt, net	Total Dotdash Meredith long-term debt, net	1,531,306		1,551,685		Total Dotdash Meredith long-term debt, net	1,503,952		1,524,475

ANGI Group Debt:	ANGI Group Debt:					ANGI Group Debt:
ANGI Group Senior Notes	ANGI Group Senior Notes	500,000		500,000		ANGI Group Senior Notes	500,000		500,000
Less: unamortized debt issuance costs	Less: unamortized debt issuance costs	4,902		5,448		Less: unamortized debt issuance costs	4,147		4,716
Total ANGI Group long-term debt		495,098		494,552
Total ANGI Group long-term debt, net						Total ANGI Group long-term debt, net	495,853		495,284

Total long-term debt, net	Total long-term debt, net	$	2,026,404	$	2,046,237	Total long-term debt, net	$	1,999,805	$	2,019,759

The Company's international cash can be repatriated without significant tax consequences.

For a detailed description of long-term debt, see "Note 3—Long-term Debt" to the financial statements included in "Item 1. Consolidated Financial Statements."

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Cash Flow Information

In summary, IAC's cash flows are as follows:

Nine Months Ended September 30,
2022 2021
(In thousands)
Net cash (used in) provided by:
Operating activities attributable to continuing operations $ (101,493) $ 209,629
Investing activities attributable to continuing operations $ (294,148) $ (216,553)
Financing activities attributable to continuing operations $ (101,239) $ (369,105)


	Nine Months Ended September 30,
	2023		2022
	(In thousands)
Net cash provided by (used in):
Operating activities	$	142,644	$	(102,069)
Investing activities	$	(103,365)	$	(294,148)
Financing activities	$	(204,598)	$	(100,663)

Net cash provided by operating activities ~~attributable to continuing operations~~ consists of net earnings adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments include the unrealized ~~loss (gain)~~(gains) losses on the investment in MGM, deferred income taxes, amortization of intangibles, depreciation, stock-based compensation expense, provision for credit losses, goodwill impairment, non-cash lease expense (including ROU impairments), pension and postretirement benefit (credit) cost, unrealized ~~increase~~decrease (increase) in the estimated fair value of a warrant and (gains) losses on investments in equity securities and sales of businesses.

2023

Adjustments to net earnings consist primarily of amortization of intangibles of $170.2 million, depreciation of $136.2 million, stock-based compensation expense of $88.1 million, non-cash lease expense of $85.6 million, provision for credit losses ~~depreciation,~~of $71.3 million, goodwill impairment ~~pension~~of $9.0 million and ~~postretirement benefit expense, non-cash lease expense (including ROU asset impairments),~~an unrealized decrease in the estimated fair value of a warrant of $1.3 million, partially offset by an unrealized gain on the investment in MGM of $209.1 million, deferred income taxes of $17.6 million and net ~~losses (gains)~~gains on investments in equity ~~securities.~~securities and sales of businesses of $2.5 million. The decrease from changes in working capital include decreases in accounts payable and other liabilities of $82.7 million and operating lease liabilities of $56.4 million, partially offset by a decrease in other assets of $10.0 million, an increase in deferred revenue of $8.7 million and a decrease in accounts receivable of $7.1 million. The decrease in accounts payable and other liabilities is due, in part, to a decrease in accrued employee compensation, due primarily to restructuring related severance at Dotdash Meredith and timing of payments, and a decrease in accrued traffic acquisition costs and related payables at Dotdash Meredith and Search. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The decrease in other assets is due, in part, to refunds of pre-acquisition income tax receivables at Dotdash Meredith and timing of payments. The increase in deferred revenue is due primarily to timing of annual subscription renewals and subscription growth at Care.com and timing of cash receipts at Angi Inc. The decrease in accounts receivable is due primarily to a decrease in revenue relative to the fourth quarter of 2022 at Dotdash Meredith and Search, partially offset by an increase at Angi Inc. due to timing of cash receipts.

Net cash used in investing activities includes $320.1 million for the purchases of marketable debt securities, capital expenditures of $126.6 million, primarily related to payment of approximately $80 million for the acquisition of the formerly leased land under IAC's New York City headquarters building as well as investments of $34.0 million in capitalized software at Angi Inc. to support its products and services, and $103.6 million for the purchase of additional shares of Turo, partially offset by maturities of marketable debt securities of $387.5 million, proceeds from the sales of assets of $29.0 million, including $28.2 million related to the sale of a building at Dotdash Meredith, a decrease in notes receivable of $11.3 million and net proceeds from the sale of businesses and investments of $9.2 million.

Net cash used in financing activities includes the repurchase of 3.2 million shares of IAC common stock, on a settlement date basis, for $165.6 million at an average price of $51.00 per share, principal payments on Dotdash Meredith Term Loan A and Dotdash Meredith Term Loan B of $22.5 million, withholding taxes paid on behalf of IAC employees, excluding Angi Inc., for stock-based awards that were net settled of $8.3 million, withholding taxes paid on behalf of Angi Inc. employees for stock-based awards that were net settled of $4.8 million and the repurchase of 1.1 million shares of Angi Inc. Class A common stock, on a settlement date basis, for $3.4 million at an average price of $3.22 per share.

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2022

Adjustments to net ~~losses attributable to continuing operations~~loss consist primarily of an unrealized loss on the investment in MGM of $970.1 million, amortization of intangibles of $234.0 million, stock-based compensation expense of $92.5 million, provision offor credit losses of $87.7 million, depreciation of $86.9 million, goodwill impairment of $86.7 million, pension and postretirement benefit ~~expense~~cost of $78.1 million, non-cash lease expense ~~(including ROU asset impairments)~~ of $56.9 million and net losses on investments in equity securities and sales of ~~$10.1~~businesses of $8.1 million, partially offset by deferred income taxes of $333.2 million and an unrealized increase in the estimated fair value of a warrant of $21.3 million. The decrease from changes in working capital include decreases in accounts payable and other liabilities of ~~$244.4~~$238.9 million and operating lease liabilities of ~~$47.7~~$48.3 million. The decrease in accounts payable and other liabilities is due primarily to a decrease in accrued employee compensation due, in part, to a change-in-control payments, partially offset by an increase in restructuring charges at Dotdash Meredith, a decrease in accrued traffic acquisition costs and related payables at Search, a payment of pre-acquisition income tax indemnification liabilities at Dotdash Meredith and a decrease in accounts payable at Dotdash Meredith due primarily to timing of payments and lower spend due to the discontinuation of certain print publications. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.

Net cash used in investing activities ~~attributable to continuing operations~~ includes $244.3 million for the purchase of an additional 5.7 million additional shares of MGM and capital expenditures of $112.8 million primarily related to investments of $91.1 million in capitalized software at Angi Inc.~~, Care.com, and Dotdash Meredith~~ to support its products and services, partially offset by net proceeds from the sale of certain businesses and investments of $41.3 million and a decrease in notes receivable of $19.5 million.

Net cash used in financing activities ~~attributable to continuing operations~~ includes the repurchase of 1.1 million shares of IAC Class A common stock, on a settlement date basis, for $85.3 million at an average price of $77.44 per share, principal payments on Dotdash Meredith Term Loan A and Dotdash Meredith Term Loan B of $22.5 million, withholding taxes paid on behalf of IAC employees, excluding Angi Inc., for stock-based awards that were net settled of $17.1 million, the repurchase of 1.0 million shares of Angi Inc. Class A common stock, on a settlement date basis, for $8.1 million at an average price of $7.80 per share and withholding taxes paid on behalf of Angi Inc. employees for stock-based awards that were net settled of $5.6 million, partially offset by proceeds from the issuance of Vivian Health preferred shares, net of fees of $34.7 million.

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~~2021~~

Adjustments to net earnings attributable to continuing operations consist primarily of $687.2 million of an unrealized gain on the investment in MGM, an unrealized increase in the estimated fair value of a warrant of $102.3 million, and net gains on investments in equity securities of $45.0 million, partially offset by deferred income taxes $150.6 million, provision for credit losses of $66.4 million, stock-based compensation expense of $57.8 million, depreciation of $54.1 million, amortization of intangibles of $44.5 million, and non-cash lease expense (including ROU asset impairments) of $24.5 million. The increase from changes in working capital primarily consists of an increase in accounts payable and other liabilities of $103.8 million, an increase in deferred revenue of $39.9 million and a decrease in other assets of $19.0 million, partially offset by an increase in accounts receivable of $114.6 million, a decrease in operating lease liabilities of $20.5 million and a decrease in income taxes payable and receivable of $6.0 million. The increase in accounts payable and other liabilities is due primarily to increases in accrued traffic acquisition costs and related payables at Search, an increase in accrued advertising and related payables at Angi Inc. and accrued roofing material costs related to Angi Roofing at Angi Inc. The increase in deferred revenue is due primarily to timing of cash received related to various production deals at IAC Films, growth in subscription sales at Care.com, as well as an increase in annual memberships and customer deposits for Angi Services jobs at Angi Inc. The decrease in other assets is due to decreases in capitalized downloadable search toolbar costs at Search and capitalized sales commissions at Angi Inc. The increase in accounts receivable is due primarily to revenue growth at Angi Inc. primarily attributable to Angi Services, and Search, partially offset by timing of cash receipts at Care.com. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The decrease in income taxes payable and receivable is due primarily to the release of income tax reserves due to statue expirations and income tax payments in excess of income tax accruals.

Net cash used in investing activities attributable to continuing operations includes the cash distribution to IAC related to the spin-off of Vimeo of $333.2 million, capital expenditures of $69.4 million primarily related to investments in capitalized software at Angi Inc. to support its products and services, and a payment of $12.7 million related to the purchase of a 50% interest in an aircraft at Corporate, acquisitions of $25.4 million, principally related to the Angi Roofing acquisition at Angi Inc., and purchases of investments of $23.9 million, primarily related to Turo, partially offset by maturities of marketable debt securities of $225.0 million.

Net cash used in financing activities attributable to continuing operations includes $220.0 million for the prepayment of the remaining balance of the ANGI Group Term Loan, which otherwise would have matured on November 5, 2023, $56.1 million for withholding taxes paid on behalf of Angi Inc. employees for stock-based awards that were net settled, $35.4 million for the repurchase of 3.2 million shares of Angi Inc. Class A common stock, on a settlement date basis, at an average price of $11.06 per share, $35.1 million for withholding taxes paid on behalf of IAC employees for stock-based awards that were net settled and $24.7 million for the purchase of redeemable noncontrolling interests.

~~Discontinued Operations~~

Net cash provided by discontinued operations of $319.2 million for the nine months ended September 30, 2021 relates to the operations of Vimeo. The Company does not expect cash flows from discontinued operations following the Spin-off.

Liquidity and Capital Resources

Financing Arrangements

In March 2023, Dotdash Meredith entered into interest rate swaps for a total notional amount of $350 million with a maturity date of April 1, 2027 to manage interest rate risk exposure. Dotdash Meredith designated the interest rate swaps as cash flow hedges and applies hedge accounting to these contracts. The interest rate swaps synthetically convert $350 million of the Dotdash Meredith Term Loan B for the duration of the interest rate swaps from a variable rate to a fixed rate of approximately 7.92% ((i) the weighted average fixed interest rate of approximately 3.82% on the interest rate swaps plus (ii) the adjustment to the secured overnight financing rate of 0.10% plus (iii) the base rate of 4.00%), beginning on April 3, 2023.

For a detailed description of long-term debt and interest rate swaps, see "Note 6—1—The Company and Summary of Significant Accounting Policies" and "Note 3—Long-term Debt" to the financial statements included in "Item 1. 1—Consolidated Financial Statements."

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Investment in MGM ~~Resorts International~~

InAt September 30, 2023, the Company owns 64.7 million common shares of MGM, including 5.7 million additional common shares purchased in the first and third quarters of 2022 for $244.3 million. Based on the number of MGM shares outstanding at June 30, 2023, the Company owns 18.3% of MGM.

Investment in Turo

In April 2023, the Company purchased ~~a total of 5.7 million~~ additional shares of ~~MGM~~Turo for ~~$244.3~~$103.6 million. ~~Following these purchases, the Company owns~~At September 30, 2023, IAC's aggregate percentage ownership in Turo is approximately ~~64.7 million shares, representing a 16.9%ownership interest in MGM as of October 31, 2022.~~30%.

Share Repurchase Authorizations and Activity

During the nine months ended September 30, ~~2022,~~2023, IAC repurchased 3.2 million shares of its common stock, on a trade date basis, at an average price of $51.00 per share, or $165.6 million in aggregate. At November 3, 2023, IAC had 3.7 million shares remaining in its share repurchase authorization.

During the nine months ended September 30, 2023, Angi Inc. repurchased 1.1 million shares of its common stock, on a trade date basis, at an average price of ~~$77.44~~$3.22 per share, or ~~$85.3~~$3.4 million in aggregate. At ~~September 30, 2022, IAC has 6.9 million shares remaining in its share repurchase authorization.~~

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~~During the nine months ended September 30, 2022,~~November 3, 2023 Angi Inc. repurchased 1.0 million shares of its Class A common stock, on a trade date basis, at an average price of $7.80 per share, or $8.1 million in aggregate. At September 30, 2022 Angi Inc. has 15.0had 14.0 million shares remaining in its share repurchase authorization.

IAC and Angi Inc. may purchase their shares pursuant to their authorizations over an indefinite period of time onin the open market and in privately negotiated transactions, depending on those factors management deems relevant at any particular time, including, without limitation, market conditions, ~~share~~ price and future outlook.

As of the date of this filing, Angi Inc. intends to put in place a share repurchase plan with the intent of utilizing the full 14.0 million shares remaining in its stock repurchase authorization. The plan will be subject to price and volume limitations.

Outstanding Stock-based Awards

IAC and Angi Inc. may settle stock options, stock settled stock appreciation rights, restricted stock units ("RSUs") and restricted stock on a gross or a net basis based upon factors deemed relevant by management at the time.To the extent that equity awards are settled on a net basis, the holders of the awards receive shares of IAC or Angi Inc., as applicable, with a value equal to the fair value of the award on the vest date for RSUs and restricted stock and with a value equal to the intrinsic value of the award upon exercise for stock options or stock settled appreciation rights less, in each case, an amount equal to the required cash tax withholding payment, which will be paid by IAC or Angi Inc., as applicable, on the employee's behalf.All awards are being settled currently on a net basis.

~~Certain previously issued Angi Inc. stock appreciation rights are settleable in either shares~~

Table of ~~Angi Inc. common stock or shares of IAC common stock at IAC's option. If settled in IAC common stock, Angi Inc. reimburses IAC in shares of Angi Inc.'s common stock.~~Contents

The following table summarizes (i) the aggregate intrinsic value of ~~IAC options, Angi Inc. options, Angi Inc. stock settled stock appreciation rights,~~ IAC and Angi Inc. non-publicly traded subsidiary denominated stock settled stock appreciation rights, IAC options, Angi Inc. stock settled stock appreciation rights and Angi Inc. options and (ii) the aggregate fair value (based on stock prices as of November ~~4, 2022)~~3, 2023) of IAC and Angi Inc. RSUs and IAC restricted stock outstanding as of that date; assuming these awards were net settled on that date, the withholding taxes that would be paid by ~~the Company~~IAC and Angi Inc. on behalf of employees upon exercise or vesting that would be payable (assuming these equity awards are net settled with a 50% tax rate), and the shares that would have been issued are as follows:


		Aggregate intrinsic value / fair value of awards outstanding		Estimated withholding taxes payable on vested shares and shares that will vest by September 30, 2023		Estimated withholding taxes payable on shares that will vest after September 30, 2023		Estimated IAC shares to be issued		Aggregate intrinsic value / fair value of awards outstanding		Estimated withholding taxes payable on vested shares and shares that will vest by September 30, 2024		Estimated withholding taxes payable on shares that will vest after September 30, 2024		Estimated IAC shares to be issued
		(In thousands)								(In thousands)
IAC	IAC								IAC
Stock settled stock appreciation rights denominated in shares of certain non-publicly traded IAC subsidiaries other than Angi Inc. subsidiaries (a)	Stock settled stock appreciation rights denominated in shares of certain non-publicly traded IAC subsidiaries other than Angi Inc. subsidiaries (a)	$	42,732	$	15,058	$	6,308	472	Stock settled stock appreciation rights denominated in shares of certain non-publicly traded IAC subsidiaries other than Angi Inc. subsidiaries (a)	$	26,299	$	10,382	$	2,768	294
IAC denominated stock options (b)	IAC denominated stock options (b)	88,476		44,238		—		977	IAC denominated stock options (b)	81,834		40,917		—		913
IAC RSUs (c)	IAC RSUs (c)	65,161		654		30,804		745	IAC RSUs (c)	81,967		3,032		36,769		941
IAC restricted stock (d)	IAC restricted stock (d)	—		—		—		—	IAC restricted stock (d)	—		—		—		—
Total IAC outstanding employee stock-based awards	Total IAC outstanding employee stock-based awards	196,369		59,950		37,112		2,194	Total IAC outstanding employee stock-based awards	190,100		54,331		39,537		2,148

Angi Inc.	Angi Inc.								Angi Inc.
Angi Inc. RSUs									Angi Inc. RSUs	39,655		5,798		13,255
Angi Inc. stock appreciation rights	Angi Inc. stock appreciation rights	—		—		—		See footnote (f) below	Angi Inc. stock appreciation rights	—		—		—		See footnote (f) below
Other Angi Inc. equity awards (a)(e)	Other Angi Inc. equity awards (a)(e)	40,582		4,971		14,906		See footnote (f) below	Other Angi Inc. equity awards (a)(e)	2,607		864		440		See footnote (f) below
Total Angi outstanding employee stock-based awards		40,582		4,971		14,906
Total Angi Inc. outstanding employee stock-based awards									Total Angi Inc. outstanding employee stock-based awards	42,262		6,662		13,695
Total outstanding employee stock-based awards	Total outstanding employee stock-based awards	$	236,951	$	64,921	$	52,018		Total outstanding employee stock-based awards	$	232,362	$	60,993	$	53,232

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(a) The number of shares ultimately needed to settle these awards and the cash withholding tax obligation may vary significantly as a result of the determination of the fair value of the relevant subsidiary at the time of exercise. In addition, the number of shares required to settle these awards will be impacted by movement in the stock price of ~~IAC.~~IAC and Angi Inc.

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(b) The Company has the discretion to settle these awards net of withholding tax and exercise price (which is represented in the table above) or settle on a gross basis and require ~~the~~ award ~~holder~~holders to pay ~~its share of the~~related withholding ~~tax,~~taxes, which he or she may do by selling shares of IAC common ~~shares.~~stock upon exercise. Assuming all IAC stock options outstanding on November ~~4, 2022~~3, 2023 were settled on a gross basis ~~i.e.~~(i.e., through the issuance of a number of shares of IAC common ~~shares~~stock equal to the number of stock options ~~exercised,~~exercised), the Company would have issued ~~2.8~~2.7 million shares of IAC common ~~shares~~stock and would have received ~~$39.8~~$38.3 million in cash proceeds. ~~These amounts reflect adjustments made to IAC awards upon the completion of the Spin-off.~~

(c) Approximately ~~80%~~60% of the estimated withholding taxes payable ~~on shares that will~~upon the vesting of RSUs scheduled to vest after September 30, ~~2023~~2024 is related to ~~awards~~RSUs that are scheduled to cliff vest in 2025 ~~the~~(the five-year anniversary of the grant date), subject to continued employment through the vesting date.

(d) On November 5, 2020, the Company granted 3.0 million shares of IAC restricted common stock to its CEO, that cliff vest on the ten-year anniversary of the grant date based on satisfaction of IAC's stock price targets and subject to continued employment through the vesting date. ~~The~~As of the date of this report, the price per share of IAC common stock ~~price is currently~~was below the minimum price threshold to earn the award.

(e) Includes Angi Inc. stock options ~~RSUs~~ and subsidiary denominated equity.

(f) Pursuant to the employee matters agreement between IAC and Angi Inc., certain stock appreciation rights of Angi Inc. and equity awards denominated in shares of Angi Inc.'s subsidiaries may be settled in either shares of Angi Inc. common stock or IAC common stock. To the extent shares of IAC common stock are issued in settlement of these awards, Angi Inc. is obligated to reimburse IAC for the cost of those shares by issuing shares of Angi Inc. common stock.

Contractual Obligations

In the third quarter of 2022, the Company entered into a three-year cloud computing contract with payments of $84.0 million expected to be made within the next twelve months and the remaining payments of approximately $43.0 million expected to be made by September 2024. At September 30, ~~2022,~~2023, there have been no ~~other~~ material changes ~~outside of the ordinary course of business~~ to the Company's contractual obligations since the disclosures for the year ended December 31, ~~2021,~~2022, included in the Company's Annual Report on Form 10-K.

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Capital ~~and Other~~ Expenditures

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 ~~2022~~2023 capital expenditures are expected to be higher than ~~2021~~its 2022 capital expenditures of ~~$90.2~~$139.8 million by approximately ~~55%~~5% to ~~60%~~10%, due primarily ~~due~~to the acquisition of the formerly leased land under IAC's New York City headquarters building, partially offset by lower capital expenditures related to the development of capitalized software ~~to support products and services~~ at Angi Inc., and Care.com.

Liquidity Assessment

On a consolidated basis, the Company generated positive cash flows from operating activities of $142.6 million for the nine months ended September 30, 2023; excluding the positive cash flows from operating activities of $88.8 million generated by Angi Inc. and negative cash flows from operating activities of $10.7 million generated by Dotdash Meredith, ~~and Care.com, partially offset by a decrease in capital expenditures at Corporate due to~~ the ~~purchase~~Company generated positive cash flows from operating activities of ~~a 50% interest in an aircraft in 2021.~~

~~Change-in-Control Payments~~

~~In December 2021, Dotdash Meredith recorded $60.1 million in change-in-control payments, which were triggered by the acquisition and the terms of certain former executives’ contracts.~~ ~~On July 1, 2022, Dotdash Meredith made$83.1 million~~ ~~in change-in-control payments, which included amounts accrued in December 2021, as well as amounts previously accrued that became payable following the change in control.~~ ~~On October 3, 2022, Dotdash Meredith made the final $4.3 million in change-in-control payments.~~

~~Liquidity Assessment~~$64.5 million.

At September 30, ~~2022,~~2023, the Company's consolidated cash, cash equivalents and marketable ~~equity~~ securities, excluding MGM, were ~~$1.6~~$1.4 billion, of which ~~$328.8~~$366.8 million and ~~$139.3~~$266.4 million was held by Angi Inc. and Dotdash Meredith, respectively. The Company's consolidated debt includes approximately ~~$1.6~~$1.5 billion, which is a liability of Dotdash Meredith, Inc., ~~a subsidiary of IAC,~~ and $500.0 million, which is a liability of ANGI Group, a subsidiary of Angi Inc. On a consolidated basis, the Company generated negative cash flows from operating activities of $101.5 million for the nine months ended September 30, 2022. For the nine months ended September 30, 2022, the Company generated negative cash flows from operating activities of $13.2 million, excluding the negative cash flows from operating activities of $99.7 million generated by Dotdash Meredith and the positive cash flows from operating activities of $11.4 million generated by Angi Inc. Angi Inc. 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 Inc. and its subsidiaries. In addition, theThe Dotdash Meredith Credit Agreement contains covenants that would limit Dotdash Meredith’s ability to pay dividends, incur incremental secured indebtedness, or make distributions or certain investments in the event a default has occurred or if Dotdash Meredith’s consolidated net leverage ratio ~~(as~~exceeds 4.0 to 1.0, subject to certain available amounts as defined in the Dotdash Meredith Credit ~~Agreement) exceeds 4.0 to 1.0; this~~Agreement. This ratio was exceeded for the test period ended September 30, ~~2022.~~2023. The Dotdash Meredith Credit Agreement also permits the Company to, among other things, contribute cash to Dotdash Meredith, which will provide additional liquidity to ensure that Dotdash Meredith does not exceed certain consolidated net leverage ratios for any test period, as further defined in the Dotdash Meredith Credit Agreement. In connection with these capital contributions, Dotdash Meredith may make distributions to IAC in amounts not more than any such capital contributions, provided that no default has occurred and is continuing. Such capital contributions and subsequent distributions impact the consolidated net leverage ratios of Dotdash Meredith. In the three and nine months ended September 30, 2023, the Company contributed $125.0 million and $405.0 million, respectively, to Dotdash Meredith, which Dotdash Meredith subsequently distributed back to the Company $125.0 million in October 2023 and $130.0 million and $280.0 million in the three and nine months ended September 30, 2023, respectively. Angi Inc. is an independent public company 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 Inc. and its subsidiaries.

The Company's liquidity could be negatively affected by a decrease in demand for its products and services due to economic or other ~~factors, including COVID-19.~~

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factors.

The Company believes Angi Inc.'s and Dotdash Meredith's existing cash, ~~and~~ cash equivalents and expected positive cash flows from operations, and the Company's existing cash and cash equivalents and expected positive cash flows from operations, excluding Angi Inc. and Dotdash Meredith, will be sufficient to fund their respective 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 next twelve months. The Company may need to raise additional capital through future debt or equity financing to make ~~additional~~ acquisitions and ~~investments beyond the next twelve months.~~investments. Additional financing may not be available on terms favorable to the Company, or at all, and may also be impacted by any disruptions in the financial markets. The indebtedness at Dotdash Meredith and Angi Inc., could further limit the Company's ability to raise ~~incremental~~additional financing.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Equity Price Risk

InAt September 30, 2023, the ~~first~~Company owns 64.7 million common shares of MGM. For the three and ~~third quarters~~ nine months ended September 30, 2023, the Company recognized an unrealized pre-tax loss of $463.4 million and an unrealized pre-tax gain of $209.1 million on its investment in MGM, respectively. For the three and nine months ended September 30, 2022, the Company ~~purchased a~~recorded an unrealized pre-tax gain of $42.5 million and an unrealized pre-tax loss of $970.1 million, respectively.

The cumulative unrealized net pre-tax gain at September 30, 2023 is $1.1 billion. At September 30, 2023 and December 31, 2022, the carrying value of the Company's investment in MGM, which includes the cumulative unrealized pre-tax gains, was $2.4 billion and $2.2 billion, or approximately 24% and 21% of the Company's consolidated total ~~of 5.7 million additional shares~~assets, respectively. A $2.00 increase or decrease in the share price of MGM ~~for $244.3~~would result in an unrealized gain or loss, respectively, of $129.4 million. ~~Following these purchases,~~At November 3, 2023, the ~~Company owns approximately 64.7 million shares, representing a 16.9%ownership interest~~fair value of the Company's investment in MGM ~~as of October 31, 2022.~~was

$2.5 billion. The Company's results of operations and financial condition have ~~been~~ in the past been and may be in the future be materially impacted by increases or decreases in the price of MGM common shares, which are traded on the New York Stock Exchange. The Company recorded an unrealized pre-tax gain of $42.5 million and an unrealized pre-tax loss of $970.1 million for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2021, the Company recorded unrealized pre-tax gains of $29.5 million and $687.2 million, respectively.

The cumulative unrealized net pre-tax gain through September 30, 2022 is $659.7 million. The carrying value of the Company's investment in MGM, which includes the cumulative unrealized pre-tax gains, was $1.9 billion and $2.6 billion at September 30, 2022 and December 31, 2021, respectively, which represents approximately 18% and 22% of IAC's consolidated total assets at September 30, 2022 and December 31, 2021, respectively. A $2.00 increase or decrease in the share price of MGM would, respectively, result in an unrealized pre-tax gain or loss of $129.4 million.

Interest Rate Risk

~~The Company's exposure to risk for changes in interest rates relates primarily to the Company's long-term debt.~~

At September 30, ~~2022,~~2023, the principal amount of the Company's outstanding debt totals ~~$2.08~~$2.0 billion, of which ~~$1.58~~$1.5 billion is the Dotdash Meredith Term Loans, which bear interest at a variable rate, and $500.0 million is the ANGI Group Senior Notes, which bear interest at a fixed rate.

In March 2023, Dotdash Meredith entered into interest rate swaps on the Dotdash Meredith Term Loan B for a total notional amount of $350 million with a maturity date of April 1, 2027. The interest rate swaps synthetically convert a portion of the Dotdash Meredith Term Loan B from a variable rate to a fixed rate to manage interest rate risk exposure beginning on April 3, 2023 and applies hedge accounting to these contracts. See "Note 1—The Company and Summary of Significant Accounting Policies" and "Note 3—Long-term Debt" to the financial statements included in "Item 1—Consolidated Financial Statements" for more information. The fair value of the interest rate swaps is determined using discounted cash flows derived from observable market prices, including swap curves, and represents what Dotdash Meredith would pay or receive to terminate the swap agreements. Dotdash Meredith intends to continue to meet the conditions for hedge accounting, however, if these interest rate swaps were not highly effective in offsetting cash flows attributable to the hedged risk, the changes in the fair value of the interest rate swaps used as hedges could have a significant impact on future results of operations.

During the nine months ended September 30, ~~2022,~~2023, Adjusted Term SOFR for the Dotdash Meredith Term Loans increased ~~nearly 250~~an average of approximately 131 basis points relative to December 31, ~~2021.~~2022. As a result of the increase in Adjusted Term SOFR during the nine months ended September 30, ~~2022,~~2023, the interest expense on Dotdash Meredith Term Loans, net of $2.3 million realized gains related to the $350 million in notional amount of interest rate swaps, was ~~$8.6~~$9.2 million higher as compared to what interest expense would have been if the Adjusted Term SOFR been unchanged during ~~2022.~~2023. At September 30, ~~2022,~~2023, the outstanding balance of ~~$1.24~~$1.23 billion related to the Dotdash Meredith Term Loan B bore interest at Adjusted SOFR, subject to a minimum of 0.50%, plus 4.00%, or ~~6.61%~~9.43%, and the outstanding balance of ~~$336.9~~$319.4 million related to the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus 2.25%, or ~~4.86%~~7.60%. If Adjusted Term SOFR were to increase or decrease by 100 basis points, the annual interest expense on the Dotdash Meredith Term Loans, net of the impact related to the $350 million in notional amount of interest rate swaps, would increase or decrease by ~~$15.8~~$12.0 million.

If market rates decline relative to ~~the~~ interest ~~rate~~rates on the ANGI Group Senior Notes, the Company runs the risk that the related required interest payments will exceed those based on market rates. A 100-basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by ~~$24.4~~$21.0 million. Such potential increase or decrease in fair value is based on certain simplifying assumptions, including an immediate increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period, nor changes in the credit profile.

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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"), ~~the Company’s~~ management, including our ~~principal executive~~Chairman and ~~principal financial officers, or persons performing similar functions, evaluated~~Senior Executive, Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), conducted an evaluation, as of the end of the period covered by this quarterly report, of 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~~our Chairman and Senior Executive, CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

~~There were~~The Company monitors and evaluates on an ongoing basis its internal control over financial reporting in order to improve its overall effectiveness. In the course of these evaluations, the Company modifies and refines its internal processes as conditions warrant.

During the quarter ended September 30, 2023, there have been no changes to our internal control over financial reporting ~~during the quarter ended September 30, 2022~~ that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company's internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

Overview

In the ordinary course of business, IAC and its subsidiaries 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~~matter described below ~~involve~~involves issues or claims that may be of particular interest to IAC's stockholders, regardless of whether ~~any of these matters~~such matter may be material to IAC's financial position or operations based upon the standard set forth in the rules of the Securities and Exchange Commission.

Shareholder Litigation Arising Out of the MTCH Separation

This shareholder class action and derivative lawsuit pending in Delaware state court is described in detail under the captions Part I-Item 3-Legal Proceedings of our annual report on Form 10-K for the fiscal year ended December 31, ~~2021 (page 36) and Part II-Item 1-Legal Proceedings of our quarterly report on Form 10-Q for the fiscal quarter ended June 30,~~ 2022 (page ~~59)~~34). SeeDavid Newman v. IAC/InterActiveCorp et al.,No. 2020-0505 (Delaware Chancery Court), and Construction Industry & Laborers Joint Pension Trust for Southern Nevada Plan A v. IAC/InterActiveCorp et al. ~~(Delaware~~(Delaware Chancery Court), which have been consolidated under the caption In re Match Group, Inc. Derivative Litigation,No. 2020-0505. This lawsuit alleges that the terms of the MTCH Separation (as defined on page 1432 of this quarterly report) are unfair to the former Match Group public shareholders and unduly beneficial to IAC as a result of undue influence by IAC and Mr. Diller over the then Match Group directors who unanimously approved the transaction and asserts a variety of direct and derivative claims. ~~On September 1, 2022,~~As previously reported, the court ~~issued an opinion~~dismissed the action in September 2022, and ~~order granting the defendants' motions to dismiss the operative complaint with prejudice. On October 3, 2022,~~ the plaintiffs ~~filed a notice of~~appealed. On May 30, 2023, after hearing oral argument on the appeal, to the Delaware Supreme Court ~~from~~issued an order directing the ~~Chancery Court's order~~parties to submit supplemental briefing concerning the correct legal standard governing judicial review of ~~dismissal.~~the MTCH Separation. Supplemental briefing was completed on September 29, 2023. IAC believes that the allegations in this litigation are without merit and will continue to defend vigorously against them.

Item 1A. Risk Factors

Cautionary Statement Regarding Forward-Looking Information

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 expectations and assumptions about future events as of the date of this quarterly report, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

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Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: (i) our ability to market our products and services in a successful and cost-effective manner, (ii) the display of links to websites offering our products and services in a prominent manner in search results, (iii) changes in our relationship with (or policies implemented by) Google, (iv) our continued ability to market, distribute and monetize our products and services through search engines, digital app stores, advertising networks and social media platforms, (v) the failure or delay of the markets and industries in which our businesses operate to migrate online and the continued growth and acceptance of online products and services as effective alternatives to traditional products and services, (vi) our continued ability to develop and monetize versions of our products and services for mobile and other digital devices, (vii) adverse economic events or trends that adversely impact advertising spending levels, (viii) the ability of our Digital business to successfully expand the digital reach of our portfolio of publishing brands, (ix) risks related to our Print business (declining revenue, increased paper and postage costs, reliance on a single supplier to print our magazines and ~~increased~~potential increases in pension plan obligations), ~~(ix) the ability of our Digital business to successfully expand the digital reach of our portfolio of publishing brands,~~ (x) our ability to establish and maintain relationships with quality and trustworthy service professionals and caregivers, (xi) the ability of Angi Inc. to successfully implement its brand initiative and expand Angi Services (its pre-priced offerings), while balancing the overall mix of service requests and directory services on Angi platforms, (xii) our ability to access, collect and use personal data about our users and subscribers, (xiii) our ability to engage directly with users, subscribers, consumers, service professionals and caregivers on a timely basis, ~~(xiii) our ability to access, collect and use personal data about our users and subscribers,~~ (xiv) the ability of our Chairman and Senior Executive, certain members of his family and our Chief Executive Officer to exercise significant influence over the composition of our board of directors, matters subject to stockholder approval and our operations, (xv) risks related to our liquidity and indebtedness (the impact of our indebtedness on our ability to operate our business, our ability to generate sufficient cash to service our indebtedness and interest rate risk), (xvi) our inability to freely access the cash of Dotdash Meredith and/or Angi Inc. and their respective subsidiaries, (xvii) dilution with respect to ~~our investment~~investments in IAC and Angi Inc., (xviii) our ability to compete, (xix) adverse economic events or trends (particularly those that adversely impact consumer confidence and spending behavior), either generally and/or in any of the markets in which our businesses operate, as well as geopolitical conflicts, (xx) our ability to build, maintain and/or enhance our various brands, (xxi) the adverse impact of ~~the~~ COVID-19 ~~outbreak~~and other similar outbreaks on our businesses, (xxii) our ability to protect our systems, technology and infrastructure from cyberattacks and to protect personal and confidential user information (including credit card information), as well as the impact of cyberattacks experienced by third parties, (xxiii) the occurrence of data security breaches and/or fraud, (xxiv) increased liabilities and costs related to the processing, storage, use and disclosure of personal and confidential user information, (xxv) the integrity, quality, efficiency and scalability of our systems, technology and infrastructure (and those of third parties with whom we do business) and (xxvi) changes in key personnel.

Certain of these and other risks and uncertainties are discussed in our filings with the SEC, including under the ~~caption~~captions Part I-Item 1A-Risk Factors of our annual report on 10-K for the fiscal year ended December 31, ~~2021.~~2022 and Part II-Item 1A-Risk Factors of our quarterly report on Form 10-Q for the quarter ended March 31, 2023. 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 quarterly 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.

Risk Factors

In addition to the other information set forth in this quarterly report, you should carefully consider the risk factors discussed under the ~~caption~~captions Part I-Item 1A-Risk Factors of our annual report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022 and Part II-Item 1A-Risk Factors of our quarterly report on Form 10-Q for the quarter ended March 31, 2023, any or all of which could materially and adversely affect IAC's business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect IAC's business, financial condition and/or operating results.

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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, ~~2022.~~

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2023.

Issuer Purchases of Equity Securities

The ~~following table sets forth purchases by the~~ Company ofdid not purchase any shares of ~~IAC~~its common stock during the quarter ended September 30, ~~2022:~~

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 2022 — — — 7,301,226
August 2022 366,732 $71.56 366,732 6,934,494
September 2022 — — — 6,934,494
Total 366,732 $71.56 366,732 6,934,494

~~(1) Reflects repurchases~~2023. As of ~~IAC common stock made pursuant to the Company’s previously announced repurchase authorization.~~

~~(2) Represents the total number of~~that date, 3,686,692 shares of IAC common stock ~~that~~ remained available for repurchase ~~as of September 30, 2022~~ under the Company's previously announced June ~~2020~~2023 repurchase authorization. ~~IAC~~The Company may ~~purchase~~repurchase 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.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2023, none of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408(a) of Regulation S‑K).

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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 Inc.	Exhibit 3.1 to the ~~Registrant.~~Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
3.2	Restated Certificate of Incorporation of IAC/InterActiveCorp.	Exhibit 3.1(c) to the ~~Registrant's~~Registrant’s Current Report on Form 8-K filed on July 2, 2020.
~~3.2~~3.3	Certificate of Amendment toof Restated Certificate of Incorporation of ~~the Registrant.~~IAC/InterActiveCorp.	Exhibit 4.2 to ~~the Registrant's~~ Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-251656), filed by the Registrant on May 26, 2021.
~~3.3~~3.4	Certificate of Amendment of Restated Certificate of Incorporation of ~~the Registrant.~~IAC Inc.	Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 12, 2022.
~~3.4~~3.5	Certificate of Designations of Series A Cumulative Preferred ~~Stock of the Registrant.~~Stock.	Exhibit 3.2 to the ~~Registrant's~~Registrant’s Current Report on Form 8-K filed on July 2, 2020.
~~3.5~~3.6	Amended and Restated By-Laws of ~~the Registrant.~~IAC Inc.	Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed on ~~August 12, 2022~~September 14, 2023.
31.1	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)
31.2	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)
31.3	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)
32.1	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)
32.2	Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(2)
32.3	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	Inline XBRL Instance.(1)	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema.(1)
101.CAL	Inline XBRL Taxonomy Extension Calculation.(1)
101.DEF	Inline XBRL Taxonomy Extension Definition.(1)
101.LAB	Inline XBRL Taxonomy Extension Labels.(1)
101.PRE	Inline XBRL Taxonomy Extension Presentation.(1)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~_____________________~~

~~(1)Filed herewith.~~

7571

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_____________________

(1)Filed herewith.

(2)Furnished herewith.

7672

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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, 2022~~7, 2023

IAC INC.

By:

/s/ CHRISTOPHER HALPIN

Christopher Halpin

Executive Vice President, Chief Financial Officer and Chief ~~Financial~~Operating Officer



Signature	Title	Date

/s/ CHRISTOPHER HALPIN	Executive Vice President, Chief Financial Officer and Chief ~~Financial~~Operating Officer	November ~~9, 2022~~7, 2023
Christopher Halpin


Balance at December 31, 2020	$	231,992	$	—	—	$	—	—	$	83	82,976	$	6	5,789	$	5,909,614	$	694,042	$	(6,170)	$	6,597,575	$	553,353	$	7,150,928
Net earnings (loss)	3,487		—		—	—		—	—		—	—		—	—		584,575		—		584,575		(6,576)		577,999
Other comprehensive income (loss), net of income taxes	515		—		—	—		—	—		—	—		—	—		—		10,746		10,746		(41)		10,705
Stock-based compensation expense	—		—		—	—��		—	—		—	—		—	45,914		—		—		45,914		22,836		68,750
Issuance of common stock pursuant to stock-based awards, net of withholding taxes	—		—		160	—		—	—		382	—		—	(37,866)		—		—		(37,866)		—		(37,866)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes	—		—		—	—		—	—		—	—		—	(53,366)		—		13		(53,353)		(2,454)		(55,807)
Purchase of Angi Inc. treasury stock	—		—		—	—		—	—		—	—		—	(35,403)		—		—		(35,403)		—		(35,403)
Issuance of Vimeo common stock and creation of noncontrolling interests, net of fees	40,785		—		—	—		—	—		—	—		—	258,965		—		—		258,965		—		258,965
Distribution to and purchase of noncontrolling interests	(24,085)		—		—	—		—	—		—	—		—	—		—		—		—		(570)		(570)
Adjustment of noncontrolling interests to fair value	777,592		—		—	—		—	—		—	—		—	(777,592)		—		—		(777,592)		—		(777,592)
Recapitalization of IAC upon Vimeo spin-off	—		8		83,358	1		5,789	(83)		(83,358)	(6)		(5,789)	80		—		—		—		—		—
Spin-off of IAC's investment in Vimeo	—		—		—	—		—	—		—	—		—	(38)		(386,438)		38		(386,438)		—		(386,438)
Elimination of Vimeo noncontrolling interest	(1,002,324)		—		—	—		—	—		—	—		—	1,002,324		—		—		1,002,324		—		1,002,324
Other	(1,878)		—		—	—		—	—		—	—		—	(262)		—		—		(262)		410		148
Balance at September 30, 2021	$	26,084	$	8	83,518	$	1	5,789	$	—	—	$	—	—	$	6,312,370	$	892,179	$	4,627	$	7,209,185	$	566,958	$	7,776,143


	September 30, 2022						December 31, 2021
	Sales Commissions		App Store Fees		Total		Sales Commissions		App Store Fees		Total
	(In thousands)
Current	$	49,421	$	9,052	$	58,473	$	39,669	$	9,023	$	48,692
Non-current	4,596		—		4,596		6,086		—		6,086
Total	$	54,017	$	9,052	$	63,069	$	45,755	$	9,023	$	54,778



	(In thousands)		Useful Life (Years)
Indefinite-lived trade names and trademarks	$	450,150	Indefinite-lived
Advertiser relationships	297,000		5
Licensee relationships	171,000		3-6
Digital content	96,200		2-3
Subscriber relationships	71,109		1-2
Developed technology	66,200		2-3
Trade name and trademarks	61,500		1-5
Total identifiable intangible assets acquired	$	1,213,159


	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
	(In thousands, except per share data)
Revenue	$	1,437,989	$	4,047,635
Net earnings from continuing operations	$	54,186	$	618,622
Basic earnings per share from continuing operations	$	0.60	$	6.98
Diluted earnings per share from continuing operations	$	0.57	$	6.54
Net earnings attributable to IAC shareholders	$	53,829	$	619,880
Basic earnings per share attributable to IAC shareholders	$	0.60	$	6.96
Diluted earnings per share attributable to IAC shareholders	$	0.57	$	6.51


	Balance at December 31, 2021		Deductions		Impairment		Foreign Exchange Translation		Balance at September 30, 2022
	(In thousands)
Dotdash Meredith	$	1,567,843	$	(115,994)	$	—	$	—	$	1,451,849
Angi Inc.	916,375		(816)		—		(12,089)		903,470
Emerging & Other	742,392		(2,719)		(86,748)		—		652,925
Total	$	3,226,610	$	(119,529)	$	(86,748)	$	(12,089)	$	3,008,244


	Balance at December 31, 2020		Additions		Deductions		Foreign Exchange Translation		Balance at December 31, 2021
	(In thousands)
Dotdash Meredith	$	—	$	1,567,843	$	—	$	—	$	1,567,843
Angi Inc.	892,133		26,822		—		(2,580)		916,375
Emerging & Other	767,969		—		(25,376)		(201)		742,392
Total	$	1,660,102	$	1,594,665	$	(25,376)	$	(2,781)	$	3,226,610


	September 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Net		Weighted-Average Useful Life
	(In thousands)						(Years)
Advertiser relationships	$	297,000	$	(67,907)	$	229,093	5.0
Technology	198,429		(159,347)		39,082		3.5
Licensee relationships	171,000		(34,817)		136,183		4.9
Content	106,639		(50,834)		55,805		2.9
Trade names	101,594		(30,404)		71,190		5.5
Service professional relationships	97,143		(96,828)		315		3.0
Customer lists and user base	68,371		(39,526)		28,845		6.4
Subscriber relationships	56,300		(28,134)		28,166		2.0
Total	$	1,096,476	$	(507,797)	$	588,679	4.3


	(In thousands)
Remainder of 2022	$	66,898
2023	207,069
2024	133,941
2025	84,295
2026	68,864
Thereafter	27,612
Total	$	588,679


	As of September 30, 2022
	Digital		Print		Other (a)		Total
	(In thousands)
Remaining estimated restructuring costs	$	64	$	352	$	551	$	967


	September 30, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
Current portion of long-term debt	$	(30,000)	$	(27,150)	$	(30,000)	$	(29,550)
Long-term debt, net(a)	$	(2,026,404)	$	(1,748,636)	$	(2,046,237)	$	(2,061,450)


	Three Months Ended September 30, 2022
	Operating (Loss) Income(g)		Stock-based Compensation Expense		Depreciation (g)(j)		Amortization of Intangibles(j)		Adjusted EBITDA(h)(i)
	(In thousands)
Dotdash Meredith
Digital	$	(104,445)	$	5,814	$	5,312	$	115,921	$	22,602
Print	27,325		$	391	$	(2,154)	$	(2,465)	$	23,097
Other(f)	(18,378)		$	53	$	3,819	$	—	$	(14,506)
Angi Inc.	(11,058)		$	12,376	$	17,759	$	3,805	$	22,882
Search	19,085		$	—	$	26	$	—	$	19,111
Emerging & Other	(1,577)		$	175	$	311	$	3,516	$	2,425
Corporate(k)	(35,632)		$	12,308	$	2,494	$	—	$	(20,830)
Total	(124,680)
Interest expense	(29,433)
Unrealized gain on investment in MGM Resorts International	42,523
Other income, net	19,678
Loss before income taxes	(91,912)
Income tax benefit	26,065
Net loss	(65,847)
Net loss attributable to noncontrolling interests	2,024
Net loss attributable to IAC shareholders	$	(63,823)


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 2022	—	—	—	7,301,226
August 2022	366,732	$71.56	366,732	6,934,494
September 2022	—	—	—	6,934,494
Total	366,732	$71.56	366,732	6,934,494