Table of Contents
As filed with the Securities and Exchange Commission on May 9, 20237, 2024
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 March 31, 20232024
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________                            
Commission File No. 001-39356
IAC JPG - No Boarder.jpg
IAC Inc.
(Exact name of registrant as specified in its charter)
Delaware84-3727412
 (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 classTrading SymbolName of exchange on which registered
Common stock, par value $0.0001IACThe 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 filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging 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 May 5, 2023,3, 2024, the following shares of the registrant's common stock were outstanding:
Common Stock80,065,46580,304,683 
Class B common stock5,789,499 
Total85,854,96486,094,182 




TABLE OF CONTENTS
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Table of Contents

PART I
FINANCIAL INFORMATION
Item 1.    Consolidated Financial Statements
IAC INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, 2023December 31, 2022
(In thousands, except par value amounts)
March 31, 2024March 31, 2024December 31, 2023
(In thousands, except par value amounts)(In thousands, except par value amounts)
ASSETSASSETS  ASSETS  
Cash and cash equivalentsCash and cash equivalents$1,398,836 $1,417,390 
Marketable securitiesMarketable securities202,138 239,373 
Marketable securities
Marketable securities
Accounts receivable, netAccounts receivable, net537,945 607,809 
Other current assetsOther current assets240,804 296,563 
Other current assets
Other current assets
Total current assetsTotal current assets2,379,723 2,561,135 
Capitalized software, equipment, buildings, leasehold improvements and land, net461,871 510,614 
Capitalized software, buildings, land, equipment and leasehold improvements, net
Capitalized software, buildings, land, equipment and leasehold improvements, net
Capitalized software, buildings, land, equipment and leasehold improvements, net
GoodwillGoodwill3,030,953 3,030,168 
Intangible assets, net of accumulated amortizationIntangible assets, net of accumulated amortization1,115,589 1,170,041 
Investment in MGM Resorts InternationalInvestment in MGM Resorts International2,875,022 2,170,182 
Long-term investmentsLong-term investments327,683 325,721 
Other non-current assetsOther non-current assets563,180 625,774 
TOTAL ASSETSTOTAL ASSETS$10,754,021 $10,393,635 
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES AND SHAREHOLDERS' EQUITYLIABILITIES AND SHAREHOLDERS' EQUITY    
LIABILITIES:LIABILITIES:  LIABILITIES:  
Current portion of long-term debtCurrent portion of long-term debt$30,000 $30,000 
Accounts payable, tradeAccounts payable, trade114,863 133,105 
Deferred revenueDeferred revenue172,847 157,124 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities680,837 759,759 
Total current liabilitiesTotal current liabilities998,547 1,079,988 
Long-term debt, netLong-term debt, net2,013,107 2,019,759 
Long-term debt, net
Long-term debt, net
Deferred income taxesDeferred income taxes202,566 76,276 
Other long-term liabilitiesOther long-term liabilities592,132 617,843 
Redeemable noncontrolling interestsRedeemable noncontrolling interests27,189 27,235 
Redeemable noncontrolling interests
Redeemable noncontrolling interests
Commitments and contingencies
Commitments and contingencies
Commitments and contingenciesCommitments and contingencies
SHAREHOLDERS' EQUITY:SHAREHOLDERS' EQUITY: 
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,257 and 84,184 shares issued and 81,380 and 83,083 shares outstanding at March 31, 2023 and December 31, 2022, respectively
Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at March 31, 2023 and December 31, 2022
SHAREHOLDERS' EQUITY:
SHAREHOLDERS' EQUITY:
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,638 and 84,465 shares issued and 80,288 and 80,115 shares outstanding at March 31, 2024 and December 31, 2023, respectively
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,638 and 84,465 shares issued and 80,288 and 80,115 shares outstanding at March 31, 2024 and December 31, 2023, respectively
Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,638 and 84,465 shares issued and 80,288 and 80,115 shares outstanding at March 31, 2024 and December 31, 2023, respectively
Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at March 31, 2024 and December 31, 2023
Additional paid-in-capitalAdditional paid-in-capital6,306,229 6,295,080 
Retained earnings (accumulated deficit)152,756 (265,019)
Retained earnings
Accumulated other comprehensive lossAccumulated other comprehensive loss(14,641)(13,133)
Treasury stock, 2,877 and 1,101 shares at March 31, 2023 and December 31, 2022, respectively(177,052)(85,323)
Treasury stock, 4,350 shares at March 31, 2024 and December 31, 2023
Total IAC shareholders' equityTotal IAC shareholders' equity6,267,301 5,931,614 
Noncontrolling interestsNoncontrolling interests653,179 640,920 
Total shareholders' equityTotal shareholders' equity6,920,480 6,572,534 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITYTOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$10,754,021 $10,393,635 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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Table of Contents

IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
20232022
(In thousands, except per share data)(In thousands, except per share data)
RevenueRevenue$1,084,271 $1,325,345 
Operating costs and expenses: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)
Cost of revenue (exclusive of depreciation shown separately below)Cost of revenue (exclusive of depreciation shown separately below)342,084 533,604 
Selling and marketing expenseSelling and marketing expense404,141 488,463 
Selling and marketing expense
Selling and marketing expense
General and administrative expense
General and administrative expense
General and administrative expenseGeneral and administrative expense269,526 240,471 
Product development expenseProduct development expense88,338 84,195 
Product development expense
Product development expense
DepreciationDepreciation61,172 30,236 
Depreciation
Depreciation
Amortization of intangibles
Amortization of intangibles
Amortization of intangiblesAmortization of intangibles54,606 57,190 
Total operating costs and expensesTotal operating costs and expenses1,219,867 1,434,159 
Total operating costs and expenses
Total operating costs and expenses
Operating loss
Operating loss
Operating lossOperating loss(135,596)(108,814)
Interest expenseInterest expense(38,172)(21,912)
Unrealized gain (loss) on investment in MGM Resorts International704,840 (187,330)
Interest expense
Interest expense
Unrealized gain on investment in MGM Resorts International
Unrealized gain on investment in MGM Resorts International
Unrealized gain on investment in MGM Resorts International
Other income, netOther income, net23,749 6,699 
Earnings (loss) before income taxes554,821 (311,357)
Income tax (provision) benefit(139,502)70,464 
Net earnings (loss)415,319 (240,893)
Other income, net
Other income, net
Earnings before income taxes
Earnings before income taxes
Earnings before income taxes
Income tax provision
Income tax provision
Income tax provision
Net earnings
Net earnings
Net earnings
Net loss attributable to noncontrolling interestsNet loss attributable to noncontrolling interests2,456 5,095 
Net earnings (loss) attributable to IAC shareholders$417,775 $(235,798)
Net loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interests
Net earnings attributable to IAC shareholders
Net earnings attributable to IAC shareholders
Net earnings attributable to IAC shareholders
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 earnings (loss) per share$4.72 $(2.72)
Diluted earnings (loss) per share$4.57 $(2.72)
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 earnings per share
Basic earnings per share
Basic earnings per share
Diluted earnings per share
Diluted earnings per share
Diluted earnings per share
Stock-based compensation expense by function:
Stock-based compensation expense by function:
Stock-based compensation expense by function:Stock-based compensation expense by function:
Cost of revenueCost of revenue$19 $
Cost of revenue
Cost of revenue
Selling and marketing expense
Selling and marketing expense
Selling and marketing expenseSelling and marketing expense1,743 1,508 
General and administrative expenseGeneral and administrative expense22,844 25,371 
General and administrative expense
General and administrative expense
Product development expense
Product development expense
Product development expenseProduct development expense4,335 2,803 
Total stock-based compensation expenseTotal stock-based compensation expense$28,941 $29,687 
Total stock-based compensation expense
Total stock-based compensation expense
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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Table of Contents

IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
(Unaudited)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
20232022
(In thousands)
Net earnings (loss)$415,319 $(240,893)
(In thousands)
Net earnings
Other comprehensive income (loss), net of income taxes:
Other comprehensive income (loss), net of income taxes:
Other comprehensive income (loss), net of income taxes:Other comprehensive income (loss), net of income taxes:
Change in foreign currency translation adjustmentChange in foreign currency translation adjustment919 (3,701)
Change in foreign currency translation adjustment
Change in foreign currency translation adjustment
Change in net unrealized gains (losses) on interest rate swaps
Change in net unrealized gains (losses) on interest rate swaps
Change in net unrealized gains (losses) on interest rate swaps
Change in unrealized gains and losses on available-for-sale marketable debt securitiesChange in unrealized gains and losses on available-for-sale marketable debt securities(26)— 
Change in unrealized losses on interest rate swaps(2,287)— 
Total other comprehensive loss, net of income taxes(1,394)(3,701)
Comprehensive income (loss), net of income taxes413,925 (244,594)
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
Total other comprehensive income (loss), net of income taxes
Total other comprehensive income (loss), net of income taxes
Total other comprehensive income (loss), net of income taxes
Comprehensive income, net of income taxes
Comprehensive income, net of income taxes
Comprehensive income, net of income taxes
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:Components of comprehensive loss (income) attributable to noncontrolling interests:
Net loss attributable to noncontrolling interestsNet loss attributable to noncontrolling interests2,456 5,095 
Net loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interests
Change in foreign currency translation adjustment attributable to noncontrolling interests
Change in foreign currency translation adjustment attributable to noncontrolling interests
Change in foreign currency translation adjustment attributable to noncontrolling interestsChange in foreign currency translation adjustment attributable to noncontrolling interests(116)67 
Comprehensive loss attributable to noncontrolling interestsComprehensive loss attributable to noncontrolling interests2,340 5,162 
Comprehensive income (loss) attributable to IAC shareholders$416,265 $(239,432)
Comprehensive loss attributable to noncontrolling interests
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to IAC shareholders
Comprehensive income attributable to IAC shareholders
Comprehensive income attributable to IAC shareholders
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended March 31, 20232024 and 20222023
(Unaudited)
Redeemable Noncontrolling Interests
Common Stock,
$0.0001 par value
Class B common stock,
$0.0001 par value
Additional Paid-in-Capital(Accumulated Deficit) Retained EarningsAccumulated
Other
Comprehensive
(Loss) Income
Treasury StockTotal IAC
Shareholders' Equity
Noncontrolling
Interests
Total Shareholders' Equity Redeemable Noncontrolling Interests
Common Stock,
$0.0001 par value
Class B common stock,
$0.0001 par value
Additional Paid-in-CapitalRetained Earnings (Accumulated Deficit)Accumulated
Other
Comprehensive
(Loss) Income
Treasury StockTotal IAC
Shareholders' Equity
Noncontrolling
Interests
Total Shareholders' Equity
$Shares$Shares
(In thousands)
Balance at December 31, 2022$27,235 $84,184 $5,789 $6,295,080 $(265,019)$(13,133)$(85,323)$5,931,614 $640,920 $6,572,534 
(In thousands)
Balance at December 31, 2023
Net (loss) earningsNet (loss) earnings(254)— — — — — 417,775 — — 417,775 (2,202)415,573 
Other comprehensive (loss) income, net of income taxes— — — — — — — (1,510)— (1,510)116 (1,394)
Other comprehensive income (loss), net of income taxes
Stock-based compensation expenseStock-based compensation expense— — — — — 16,063 — — — 16,063 13,870 29,933 
Issuance of common stock pursuant to stock-based awards, net of withholding taxesIssuance of common stock pursuant to stock-based awards, net of withholding taxes— — 73 — — (1,850)— — — (1,850)— (1,850)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxesIssuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes— — — — — (4,699)— — (4,697)2,287 (2,410)
Purchase of IAC treasury stock— — — — — — — — (91,729)(91,729)— (91,729)
Purchase of Angi Inc. treasury stock
Purchase of Angi Inc. treasury stock
Purchase of Angi Inc. treasury stock
Adjustment of noncontrolling interests to fair value208 — — — — (208)— — — (208)— (208)
Adjustment of noncontrolling interests to redemption amount
Adjustment of noncontrolling interests to redemption amount
Adjustment of noncontrolling interests to redemption amount
Adjustment to the liquidation value of Vivian Health preferred sharesAdjustment to the liquidation value of Vivian Health preferred shares— — — — — 1,812 — — — 1,812 (1,812)— 
OtherOther— — — — — 31 — — — 31 — 31 
Balance at March 31, 2023$27,189 $84,257 $5,789 $6,306,229 $152,756 $(14,641)$(177,052)$6,267,301 $653,179 $6,920,480 
Balance at March 31, 2024
Balance at December 31, 2021$18,741 $83,922 $5,789 $6,265,669 $905,151 $4,397 $— $7,175,226 $573,734 $7,748,960 
Net loss(34)— — — — — (235,798)— — (235,798)(5,061)(240,859)
Other comprehensive loss— — — — — — — (3,634)— (3,634)(67)(3,701)
Stock-based compensation expense— — — — — 16,702 — — — 16,702 13,556 30,258 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes— — 153 — — (14,012)— — — (14,012)— (14,012)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes— — — — — (1,775)— — (1,773)(700)(2,473)
Purchase of Angi Inc. treasury stock— — — — — (8,144)— — — (8,144)— (8,144)
Adjustment of noncontrolling interests to fair value9,136 — — — — (9,136)— — — (9,136)— (9,136)
Other(26)— — — — 24 — — — 24 — 24 
Balance at March 31, 2022$27,817 $84,075 $5,789 $6,249,328 $669,353 $765 $— $6,919,455 $581,462 $7,500,917 
Balance at December 31, 2022$27,235 $$84,184 $$5,789 $6,295,080 $(265,019)$(13,133)$(85,323)$5,931,614 $640,920 $6,572,534 
Net (loss) earnings(254)— — — — — 417,775 — — 417,775 (2,202)415,573 
Other comprehensive (loss) income, net of income taxes— — — — — — — (1,510)— (1,510)116 (1,394)
Stock-based compensation expense— — — — — 16,063 — — — 16,063 13,870 29,933 
Issuance of common stock pursuant to stock-based awards, net of withholding taxes— — 73 — — (1,850)— — — (1,850)— (1,850)
Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes— — — — — (4,699)— — (4,697)2,287 (2,410)
Purchase of IAC treasury stock— — — — — — — — (91,729)(91,729)— (91,729)
Adjustment of noncontrolling interests to redemption amount208 — — — — (208)— — — (208)— (208)
Adjustment to the liquidation value of Vivian Health preferred shares— — — — — 1,812 — — — 1,812 (1,812)— 
Other— — — — — 31 — — — 31 — 31 
Balance at March 31, 2023$27,189 $$84,257 $$5,789 $6,306,229 $152,756 $(14,641)$(177,052)$6,267,301 $653,179 $6,920,480 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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IAC INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
Three Months Ended March 31,Three Months Ended March 31,
20232022 20242023
(In thousands) (In thousands)
Cash flows from operating activities:Cash flows from operating activities:  Cash flows from operating activities:  
Net earnings (loss)$415,319 $(240,893)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: 
Stock-based compensation expense28,941 29,687 
Net earnings
Adjustments to reconcile net earnings to net cash provided by operating activities:
Unrealized gain on investment in MGM Resorts International
Unrealized gain on investment in MGM Resorts International
Unrealized gain on investment in MGM Resorts International
(Gains) losses on sales of businesses and investments in equity securities (including downward adjustments), net
Deferred income taxes
Amortization of intangiblesAmortization of intangibles54,606 57,190 
DepreciationDepreciation61,172 30,236 
Stock-based compensation expense
Provision for credit lossesProvision for credit losses24,826 23,287 
Deferred income taxes127,154 (76,933)
Unrealized (gain) loss on investment in MGM Resorts International(704,840)187,330 
Losses (gains) on investments in equity securities and sales of businesses, net2,451 (35,891)
Unrealized increase in the estimated fair value of a warrant(5,940)(7,985)
Non-cash lease expense (including right-of-use asset impairments)Non-cash lease expense (including right-of-use asset impairments)58,656 13,727 
Pension and postretirement benefit expense728 36,343 
Non-cash lease expense (including right-of-use asset impairments)
Non-cash lease expense (including right-of-use asset impairments)
Unrealized decrease (increase) in the estimated fair value of a warrant
Other adjustments, net
Other adjustments, net
Other adjustments, netOther adjustments, net(4,804)(1,379)
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
Accounts receivableAccounts receivable43,023 75,562 
Other assetsOther assets26,978 5,341 
Operating lease liabilitiesOperating lease liabilities(19,723)(17,224)
Accounts payable and other liabilitiesAccounts payable and other liabilities(107,356)(82,606)
Income taxes payable and receivableIncome taxes payable and receivable8,610 5,786 
Deferred revenueDeferred revenue15,366 11,324 
Net cash provided by operating activitiesNet cash provided by operating activities25,167 12,902 
Cash flows from investing activities:Cash flows from investing activities:
Capital expendituresCapital expenditures(21,863)(30,493)
Capital expenditures
Capital expenditures
Net proceeds from the sales of businesses and investments
Net proceeds from sales of assets
Proceeds from maturities of marketable debt securitiesProceeds from maturities of marketable debt securities137,500 — 
Purchases of marketable debt securitiesPurchases of marketable debt securities(98,520)— 
Net proceeds from the sales of businesses and investments1,179 1,317 
Purchases of investment in MGM Resorts International— (202,500)
Proceeds from sales of assets29,388 87 
Other, netOther, net4,290 — 
Net cash provided by (used in) investing activities51,974 (231,589)
Other, net
Other, net
Net cash provided by investing activities
Cash flows from financing activities:Cash flows from financing activities:
Principal payments on Dotdash Meredith Term LoansPrincipal payments on Dotdash Meredith Term Loans(7,500)(7,500)
Principal payments on Dotdash Meredith Term Loans
Debt issuance costs— (785)
Principal payments on Dotdash Meredith Term Loans
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards
Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards
Purchases of Angi Inc. treasury stock
Purchases of Angi Inc. treasury stock
Purchases of Angi Inc. treasury stock
Purchases of IAC treasury stockPurchases of IAC treasury stock(84,720)— 
Purchases of Angi Inc. treasury stock— (8,144)
Withholding taxes paid on behalf of IAC employees on net settled stock-based awards(2,236)(14,890)
Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards(1,379)(1,322)
Other, net
Other, net
Other, netOther, net(140)5,159 
Net cash used in financing activitiesNet cash used in financing activities(95,975)(27,482)
Total cash used(18,834)(246,169)
Total cash provided (used)
Effect of exchange rate changes on cash and cash equivalents and restricted cashEffect of exchange rate changes on cash and cash equivalents and restricted cash322 (1,029)
Net decrease in cash and cash equivalents and restricted cash(18,512)(247,198)
Net increase (decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash at beginning of periodCash and cash equivalents and restricted cash at beginning of period1,426,069 2,121,864 
Cash and cash equivalents and restricted cash at end of periodCash and cash equivalents and restricted cash at end of period$1,407,557 $1,874,666 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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Table of Contents
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
IAC today consistsis comprised of category leading businesses, including Dotdash Meredith, Angi Inc. and Care.com, as well as others ranging from early stage to established businesses.
As used herein, “IAC,” the “Company,” “we,” “our,” “us” and other similar terms refer to IAC Inc. and its subsidiaries (unless the context requires otherwise).
Total Home Roofing, LLC Sale
On November 1, 2023, Angi Inc. completed the sale of 100% of its wholly-owned subsidiary, Total Home Roofing, LLC ("Roofing"), and has reflected it as a discontinued operation in its standalone financial statements. Roofing does not meet the threshold to be reflected as a discontinued operation at the IAC level. During the fourth quarter of 2023, IAC moved Roofing to Emerging & Other and prior period financial information has been recast to conform to this presentation. Following IAC's move of Roofing to Emerging & Other, Angi Inc. has three operating segments: (i) Ads and Leads, (ii) Services and (iii) International (includes Europe and Canada).
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, 2022.2023.
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; the determination of the customer relationship period for certain costs to obtain a contract with a customer; the recoverability of right-of-use assets ("ROU assets"); the useful lives and recoverability of capitalized software, buildings, equipment buildings and leasehold improvements and definite-lived intangible assets; 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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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, towhich synthetically convertconverted a portion of the Dotdash Meredith Term Loan B from floatinga variable rate to a fixed rate to manage interest rate risk exposure.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 ("ASC") Topic 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 4—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 authorized 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 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. This change in accounting treatment resulted in a decrease in revenue of $25.7 million for the three months ended March 31, 2023. There is no impact to operating loss or Adjusted EBITDA from this change in revenue recognition.
The Company's disaggregated revenue disclosures are presented in "Note 6—5—Segment Information."
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 or expected completion of its performance obligation is one year or less. The current and non-current deferred revenue balances were $172.8$128.2 million and $0.2 million, respectively, at March 31, 2023,2024, and $157.1$143.4 million and $0.2$0.1 million, respectively, at December 31, 2022.2023. During the three months ended March 31, 2024, the Company recognized $79.2 million of revenue that was included in the deferred revenue balance at December 31, 2023. The deferred revenue balance at March 31, 2024 also reflects the reduction of $33.2 million related to the sale of Mosaic Group in the first quarter of 2024. During the three months ended March 31, 2023, the Company recognized $95.6 million of revenue that was included in the deferred revenue balance at December 31, 2022. During the three months ended March 31, 2022, the Company recognized $90.0 million of revenue that was included in the deferred revenue balance at December 31, 2021. The current and non-current deferred revenue balances were $165.5$157.1 million and $0.4$0.2 million, respectively, at December 31, 2021.2022. Non-current deferred revenue is included in "Other long-term liabilities" in the balance sheet.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Practical Expedients and Exemptions
For 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,ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), 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, ASC 606, 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 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 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. Effective October 1, 2022, the Ads business, within Angi Inc., began expensing commissions, rather than capitalizing them, based upon a review of the duration of the related customer relationship period which have been determined to be less than a year.
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following table presentsCompany also applies the capitalized costspractical expedient to obtain a contract with aexpense sales commissions as incurred where the anticipated customer at March 31, 2023 and December 31, 2022, respectively:relationship period is one year or less.
March 31, 2023December 31, 2022
Sales CommissionsApp Store FeesTotalSales CommissionsApp Store FeesTotal
(In thousands)
Current$36,157 $7,749 $43,906 $39,590 $8,266 $47,856 
Non-current6,086 — 6,086 5,667 — 5,667 
Total$42,243 $7,749 $49,992 $45,257 $8,266 $53,523 
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.
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 commissions 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.
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, 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 net cash from operating activities that it can freely access is attributable to revenue earned pursuant to the Services Agreement and other revenue earned from Google.
For the three months ended March 31, 20232024 and 2022,2023, total revenue earned from Google was $172.9$131.4 million and $193.4$172.9 million, respectively, representing 16%14% and 15%16%, respectively, of the Company's revenue. The total revenue earned from the Services Agreement for the three months ended March 31, 2024 and 2023 and 2022 was $138.8$102.9 million and $147.1$138.8 million, respectively, representing 13%11% and 11%13%, respectively, of the Company's total revenue. The related accounts receivable totaled $70.9$45.7 million and $74.1$52.2 million at March 31, 20232024 and December 31, 2022,2023, respectively.
The revenue attributable to the Services Agreement is earned by Ask Media Group and the Desktop business, which comprise the Search segment. For the three months ended March 31, 20232024 and 2022,2023, revenue earned from the Services Agreement was $120.3$85.4 million and $120.5$120.3 million, respectively, within Ask Media Group and $18.5$17.4 million and $26.6$18.5 million, respectively, within the Desktop 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
Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted by the Company
There were no recently issued accounting pronouncements adopted by the Company during the three months ended March 31, 2024.
Recent Accounting Pronouncements Not Yet Adopted by the Company
Accounting Standards Update ("ASU") 2023-07—Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU No. 2023-07, which is intended to provide users of financial statements with more decision-useful information about reportable segments of a public business entity, primarily through enhanced disclosures of significant segment expenses. This ASU requires annual and interim disclosures of significant expenses that are regularly provided to the policies under the Services Agreementchief operating decision maker ("CODM") and hasincluded within each reported measure of segment profit or loss and an amount and description of its composition of other segment items. The provisions of this ASU also made industry-wide changes that have negatively impacted the Desktop business-to-consumer ("B2C") business. Google may make changesrequire entities to include all annual disclosures required by Topic 280 in the futureinterim periods and permits entities to include multiple measures of a segment's profit or loss if such measures are used by the CODM to assess segment performance and determine allocation of resources, provided that couldat least one of those measures is determined in a way that is consistent with the measurement principles under GAAP. The amendments in ASU 2023-07 apply retrospectively and are effective for fiscal years beginning after December 15, 2023 and interim periods after December 15, 2024. Early adoption is permitted. The Company does not plan to early adopt and is currently assessing the impact of adopting the revenue earned from Google, including underupdated guidance on the Services Agreement.financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
AsASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, which establishes required categories and a resultquantitative threshold to the annual tabular rate reconciliation disclosure and disaggregated jurisdictional disclosures of certain industry-wide policy changes combined with increased enforcement of policies under the Services Agreement in prior periods,income taxes paid. The guidance's annual requirements are effective for the Company discontinuedbeginning with the introduction of new products in 2021. Therefore,December 31, 2025 reporting period. Early adoption is permitted and prospective disclosure should be applied, however, retrospective disclosure is permitted. The Company is currently assessing the current B2C revenue stream relates solely topronouncement and its impact on its income tax disclosures, but it does not impact the then existing installed base of products. As a result, the revenue and profits of the B2C business have declined significantly and the Company expects that trend to continue.
Recent Accounting Pronouncements
There are no recently issued accounting pronouncements that are expected to have a material effect on the Company's results of operations, financial condition or cash flows of the Company.flows.
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 its four operating segments, which include: (i) Ads and Leads, (ii) Services, (iii) Roofing and (iv) International (consisting of businesses in Europe and Canada). Angi Inc.'s financial information for the first quarter of 2022 has been recast to conform to the current period presentation.
NOTE 2—DOTDASH MEREDITH RESTRUCTURING CHARGES AND TRANSACTION-RELATED EXPENSES
Restructuring Charges
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. These actions 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) a voluntary retirement program announced in the first quarter of 2022, 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) a reduction in force plan, for which the related expenses were accrued primarily in the fourth quarter of 2022. 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.
Three Months Ended March 31, 2023
Accrued December 31, 2022Charges IncurredReversal of Initial CostPaymentsAccrued March 31, 2023Cumulative Charges IncurredEstimated Remaining Costs
(In thousands)
Digital$10,950 $859 $(812)$(4,793)$6,204 $39,272 $— 
Print12,055 1,109 (1,201)(4,314)7,649 33,340 87 
Other (a)
4,389 186 (182)(1,504)2,889 7,585 91 
Total$27,394 $2,154 $(2,195)$(10,611)$16,742 $80,197 $178 
_____________________
(a)     Other comprises unallocated corporate expenses, which are corporate overhead expenses not attributable to the Digital or Print segments.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Three Months Ended March 31, 2022
Charges IncurredPayments
Non-cash (b)
Accrued March 31, 2022
(In thousands)
Digital$5,090 $(394)$— $4,696 
Print15,625 (2,127)(377)13,121 
Other (a)
1,722 (106)— 1,616 
Total$22,437 $(2,627)$(377)$19,433 
_____________________
(b)    Includes $0.4 million related to the write-off of inventory.
The costs are allocated as follows in the statement of operations:
Three Months Ended March 31,
20232022
(In thousands)
Cost of revenue$557 $12,182 
Selling and marketing expense(862)5,599 
General and administrative expense243 4,313 
Product development expense21 343 
Total$(41)$22,437 
Transaction-Related Expenses
For the three months ended March 31, 2023 and 2022, Dotdash Meredith incurred less than $0.1 million and $4.0 million, respectively, of transaction-related expenses related to the acquisition of Meredith.
NOTE 3—FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Marketable Securities
At March 31, 20232024 and December 31, 2022,2023, the fair value of marketable securities are as follows:
March 31, 2024March 31, 2024December 31, 2023
(In thousands)(In thousands)
March 31, 2023December 31, 2022
(In thousands)
Marketable equity securities$3,167 $4,317 
Available-for-sale marketable debt securities
Available-for-sale marketable debt securities
Available-for-sale marketable debt securitiesAvailable-for-sale marketable debt securities198,971 235,056 
Total marketable securities Total marketable securities$202,138 $239,373 
At March 31, 2023, theMarketable securities are carried at fair value. The Company has twono investments in marketable equity securities, other thanfollowing the change in classification of its investment in MGM Resorts International ("MGM"). These to an equity method investment in the fourth quarter of 2023, described below. At March 31, 2023, the Company had two investments in marketable equity securities, are carried at fair value followingother than its investment in MGM, including one investment that was fully impaired in the investees' initial public offerings ("IPO"). Priorfirst quarter of 2023 due to the IPOs, these investments were accounted for as equity securities without readily determinable fair values.investee declaring bankruptcy and another investment that was sold in the third quarter of 2023. The Company recorded net unrealized pre-tax losses and gains for these investments of $1.2 million and $34.4 million during the three months ended March 31, 2023 and March 31, 20222023, respectively.. The unrealized pre-tax losses and gains related to these investments are included in "Other income, net" in the statement of operations.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
At March 31, 20232024 and December 31, 2022,2023, current available-for-sale marketable debt securities are as follows:
March 31, 2023December 31, 2022
Amortized costGross Unrealized GainsGross Unrealized LossesFair ValueAmortized costGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)
March 31, 2024March 31, 2024December 31, 2023
Amortized costAmortized costGross Unrealized GainsGross Unrealized LossesFair ValueAmortized costGross Unrealized GainsGross Unrealized LossesFair Value
(In thousands)(In thousands)
Treasury discount notesTreasury discount notes$198,935 $39 $(3)$198,971 $234,987 $75 $(6)$235,056 
Total available-for-sale marketable debt securitiesTotal available-for-sale marketable debt securities$198,935 $39 $(3)$198,971 $234,987 $75 $(6)$235,056 
The contractual maturities of debt securities classified as current available-for-sale at March 31, 20232024 and December 31, 20222023 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 March 31, 20232024 and December 31, 2022.2023.
Investment in MGM Resorts International
 March 31, 2023December 31, 2022
 (In thousands)
Investment in MGM Resorts International$2,875,022 $2,170,182 
 March 31, 2024December 31, 2023
 (In thousands)
Investment in MGM$3,055,601 $2,891,850 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
At March 31, 2023,2024, the Company owns 64.7 million common shares of MGM including 4.5 millionwhich represents 20.6% of MGM's common shares purchased inoutstanding. During the firstfourth quarter of 20222023, due to MGM's ongoing share repurchase program, which increased the Company's ownership interest passively, the Company determined that the equity method of accounting applied and elected to account for $202.5 million, representingits investment in MGM pursuant to the fair value option. Prior to the fourth quarter of 2023, the Company's investment in MGM was accounted for as an equity security with a 17.6% ownership. readily determinable fair value, with changes in fair value recognized through income each period. Since the Company has always marked its investment in MGM to fair value through income each period the election of the fair value option results in no change from its historical accounting for this investment. 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 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 months ended March 31, 20232024 and 2022,2023, the Company recordedrecognized an unrealized pre-tax gain and loss of $704.8$163.8 million and $187.3$704.8 million, respectively, on its investment in MGM. The cumulative unrealized net pre-tax gain through March 31, 20232024 is $1.61.8 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 May 5, 2023,3, 2024, the carryingfair value of the Company's investment in MGM was $2.82.66 billion.
The following table presents MGM's summarized financial information for the three months ended March 31, 2024. As noted above, the Company has elected to account for its investment in MGM pursuant to the fair value option. By electing the fair value option, the Company’s investment in MGM is remeasured each reporting period with any changes recognized through income based on MGM’s closing stock price. As a result, the value of our investment and the financial impacts in any given period are not necessarily correlated with the income statement information presented below.
Three Months Ended March 31, 2024
(In thousands)
Revenues$4,383,470 
Expenses$3,899,968 
Net income$299,726 
Net income attributable to MGM$217,476 
Long-term Investments
Long-term investments consist of:
March 31, 2023December 31, 2022
(In thousands)
March 31, 2024March 31, 2024December 31, 2023
(In thousands)(In thousands)
Equity securities without readily determinable fair valuesEquity securities without readily determinable fair values$322,707 $323,530 
Equity method investment4,976 2,191 
Other
Total long-term investmentsTotal long-term investments$327,683 $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, net" in the statement of operations as adjustments to the carrying value of equity securities without readily determinable fair values held at March 31, 2024 and 2023. There were no unrealized pre-tax gains or losses recorded for the three months ended March 31, 2022.
Three Months Ended
March 31, 2023
(In thousands)
Upward adjustments (gross unrealized pre-tax gains)$— 
Downward adjustments including impairments (gross unrealized pre-tax losses)(822)
Total$(822)
Three Months Ended March 31,
20242023
(In thousands)
Downward adjustments including impairments (gross unrealized pre-tax losses)$(7,867)$(822)
Total$(7,867)$(822)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The cumulative upward and downward adjustments (including impairments) to the carrying value of equity securities without readily determinable fair values held at March 31, 20232024 were $36.9$37.8 million and $136.8$133.8 million, respectively.
Realized and unrealized pre-tax gains and losses for the Company's investments without readily determinable fair values for the three months ended March 31, 20232024 and 20222023 are as follows:
Three Months Ended March 31,
20232022
(In thousands)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
202420242023
(In thousands)(In thousands)
Realized pre-tax gains, net, for equity securities soldRealized pre-tax gains, net, for equity securities sold$$468 
Unrealized pre-tax losses, net, on equity securities heldUnrealized pre-tax losses, net, on equity securities held(822)— 
Total pre-tax (losses) gains, net recognized$(815)$468 
Total pre-tax losses, net recognized
All pre-tax gains and losses on equity securities without readily determinable fair values, realized and unrealized, are recognized in "Other income, net" in the statement of operations.
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 March 31, 2023 of approximately 26.5% on a fully diluted basis in the form of preferred shares, which are not common stock equivalents. The Company accounts for the equity earnings (losses) for this investment on a one quarter lag. These equity earnings (losses) were immaterial.
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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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:
March 31, 2023 March 31, 2024
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
Level 1Level 2Level 3Total Fair Value
Measurements
(In thousands) (In thousands)
Assets:Assets:
Cash equivalents:Cash equivalents:
Cash equivalents:
Cash equivalents:
Money market funds
Money market funds
Money market fundsMoney market funds$1,007,765 $— $— $1,007,765 
Treasury discount notesTreasury discount notes— 87,250 — 87,250 
Time depositsTime deposits— 15,113 — 15,113 
Marketable securities:Marketable securities:
Marketable equity securities3,167 — — 3,167 
Treasury discount notes
Treasury discount notes
Treasury discount notesTreasury discount notes— 198,971 — 198,971 
Investment in MGMInvestment in MGM2,875,022 — — 2,875,022 
Other non-current assets:Other non-current assets:
WarrantWarrant— — 52,739 52,739 
Warrant
Warrant
Interest rate swaps(a)
TotalTotal$3,885,954 $301,334 $52,739 $4,240,027 
Liabilities:
Interest rate swaps(a)
$— $(2,996)$— $(2,996)
_____________________
(a)    Interest rate swaps relate to the $350 million notional amount ofentered into to hedge Dotdash Meredith's Term Loan BB. The related asset at March 31, 2024 and liability at December 31, 2023 are included in "Other non-current assets" and "Other long-term liabilities"liabilities," respectively, in the balance sheet. See "Note 1—The Company and Summary of Significant Accounting Policies" and "Note 4—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 December 31, 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
Level 1Level 2Level 3Total Fair Value
Measurements
(In thousands) (In thousands)
Assets:Assets: Assets: 
Cash equivalents:Cash equivalents: Cash equivalents: 
Money market fundsMoney market funds$862,829 $— $— $862,829 
Treasury discount notesTreasury discount notes— 137,219 — 137,219 
Time depositsTime deposits— 16,018 — 16,018 
Marketable securities:Marketable securities:
Marketable equity securities4,317 — — 4,317 
Treasury discount notes
Treasury discount notes
Treasury discount notesTreasury discount notes— 235,056 — 235,056 
Investment in MGMInvestment in MGM2,170,182 — — 2,170,182 
Other non-current assets:Other non-current assets:
WarrantWarrant— — 46,799 46,799 
Warrant
Warrant
TotalTotal$3,037,328 $388,293 $46,799 $3,472,420 
Liabilities:
Liabilities:
Liabilities:
Other long-term liabilities
Other long-term liabilities
Other long-term liabilities
Interest rate swaps(a)
Interest rate swaps(a)
Interest rate swaps(a)
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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 March 31,
20232022
WarrantWarrantContingent
Consideration
Arrangements
Three Months Ended March 31,
(In thousands) 20242023
Warrant
(In thousands)
Balance at January 1Balance at January 1$46,799 $109,294 $(612)
Total net gains:
Total net (losses) gains:
Total net (losses) gains:
Total net (losses) gains:
Fair value adjustments included in earnings
Fair value adjustments included in earnings
Fair value adjustments included in earningsFair value adjustments included in earnings5,940 7,985 612 
Balance at March 31Balance at March 31$52,739 $117,279 $— 
Balance at March 31
Balance at March 31
Warrant
The Company owns preferred shares of Turo Inc. ("Turo"), a peer-to-peer car sharing marketplace, which is accounted for as an equity security without a readily determinable fair value, as the preferred shares are not common stock equivalents. 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 an option pricing model with any change in fair value included in "Other income, 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 March 31, 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, buildings, 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 for similar or identical securities are identified or an impairment is recognized. Such fair value measurements are based predominantly on Level 3 inputs.
ROU Assets and Related Leasehold Improvements, Furniture and Equipment
During the first quarter of 2023, the CompanyDotdash 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; amarket consisting of impairments of $44.7 million impairmentand $25.3 million of an ROU asset and a $25.3 million impairment ofrelated leasehold improvements, furniture and equipment, whichrespectively.
The impairment charges related to ROU assets are included in "General and administrative expense" and "Depreciation," respectively,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 asset group exceeded its estimated fair value, calculated using a discounted cash flow approach using sublease market assumptions of the 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.
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 $153.6 million of goodwill at Mosaic Group. There is one indefinite-lived intangible asset at Dotdash Meredith Digital with a value of approximately $126.0 million for which the excess of fair value over carrying value is less than 20%.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Financial instruments measured at fair value only for disclosure purposes
The following table presents the carrying value and thetotal fair value of financial instruments measured at fair value only for disclosure purposes:
 March 31, 2023December 31, 2022
 Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
 (In thousands)
Current portion of long-term debt$(30,000)$(27,750)$(30,000)$(26,700)
Long-term debt, net(a)
$(2,013,107)$(1,791,469)$(2,019,759)$(1,708,413)
_____________________
(a)At March 31, 2023 and December 31, 2022, the carrying value of long-term debt, net includes unamortized original issue discount and debt issuance costs of $19.4 million and $20.2 million, respectively.
At March 31, 2023 and December 31, 2022, the fair value ofoutstanding long-term debt, including the current portion, is estimated using observable market prices or indices for similar liabilities, which are Level 2 inputs.
NOTE 4—LONG-TERM DEBT
Long-term debt consists of:
 March 31, 2023December 31, 2022
 (In thousands)
Dotdash Meredith Debt
Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026$328,125 $332,500 
Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 20281,234,375 1,237,500 
Total Dotdash Meredith long-term debt1,562,500 1,570,000 
Less: current portion of Dotdash Meredith long-term debt30,000 30,000 
Less: original issue discount5,100 5,310 
Less: unamortized debt issuance costs9,762 10,215 
Total Dotdash Meredith long-term debt, net1,517,638 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 15500,000 500,000 
Less: unamortized debt issuance costs4,531 4,716 
Total ANGI Group long-term debt, net495,469 495,284 
Total long-term debt, net$2,013,107 $2,019,759 
inputs, and was approximately $1.95 billion at both March 31, 2024 and December 31, 2023.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 3—LONG-TERM DEBT
Long-term debt consists of:
 March 31, 2024December 31, 2023
 (In thousands)
Dotdash Meredith Debt
Dotdash Meredith Term Loan A ("Dotdash Meredith Term Loan A") due December 1, 2026$310,625 $315,000 
Dotdash Meredith Term Loan B ("Dotdash Meredith Term Loan B") due December 1, 20281,221,875 1,225,000 
Total Dotdash Meredith long-term debt1,532,500 1,540,000 
Less: current portion of Dotdash Meredith long-term debt34,375 30,000 
Less: original issue discount4,259 4,470 
Less: unamortized debt issuance costs7,979 8,423 
Total Dotdash Meredith long-term debt, net1,485,887 1,497,107 
ANGI Group Debt
3.875% ANGI Group Senior Notes due August 15, 2028 ("ANGI Group Senior Notes"); interest payable each February 15 and August 15500,000 500,000 
Less: unamortized debt issuance costs3,759 3,953 
Total ANGI Group long-term debt, net496,241 496,047 
Total long-term debt, net$1,982,128 $1,993,154 
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 March 31, 20232024 and December 31, 2022,2023, the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus 2.25%, or 6.94%7.68% and 5.91%7.69%, 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 8.77%9.43% and 8.22%9.44%, respectively. Interest payments are due at least quarterly through the terms of the Dotdash Meredith Term Loans.
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 converted $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.
The interest rate swaps are expected to be highly effective. See "Note 4—Accumulated Other Comprehensive Loss" for the net unrealized gains and losses before reclassifications in "Accumulated other comprehensive loss" and realized gains reclassified into "Interest expense" for the three months ended March 31, 2024 and 2023. At March 31, 2024, approximately $3.9 million is expected to be reclassified into interest expense within the next twelve months as realized gains. The related asset of $3.9 million and liability of $0.9 million are included in "Other non-current assets" and “Other long-term liabilities” in the balance sheet at March 31, 2024 and December 31, 2023, respectively.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)

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.ratio and further subject to the excess cash flow exceeding $80 million as defined in the Dotdash Meredith Credit Agreement. No such payment was required related to the period ended December 31, 2022.
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 $350 million of the Dotdash Meredith Term Loan B for the duration of the interest rate swaps 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 April 2023.
The interest rate swaps are expected to be highly effective. For the three months ended March 31, 2023, the unrealized loss recognized in "Accumulated other comprehensive loss" was $2.3 million, net of income tax benefit, and the related liability of $3.0 million is included in “Other non-current liabilities” in the balance sheet at March 31, 2023. There were no realized gains or losses reclassified into “Interest expense” in the three months ended March 31, 2023. At March 31, 2023, $3.0 million is expected to be reclassified into interest expense within the next twelve months as a realized gain.

There were no outstanding borrowings under the Dotdash Meredith Revolving Facility at March 31, 20232024 and December 31, 2022.2023. 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 March 31, 20232024 and December 31, 2022.2023. 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.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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 March 31, 20232024 and December 31, 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 IACthe Company 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 March 2024 and 2023, the Company contributed $135.0$55 million and $135 million, respectively, to Dotdash Meredith, which Dotdash Meredith subsequently distributed back to the Company in April 2024 and 2023, respectively. In addition, Dotdash Meredith distributed $105 million back to the Company in January 2024 related to the Company's contribution in December 2023.
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. 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, plus accrued and unpaid interest thereon, if any, to the applicable redemption date as set forth in the indenture governing the notes.
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 March 31, 2023,2024, there were no limitations pursuant thereto.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 5—4—ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOMELOSS
The following table presentstables present the components of accumulated other comprehensive (loss) income. There were no itemsloss, net of income tax.
Three Months Ended March 31, 2024
Foreign Currency Translation AdjustmentUnrealized (Losses) Gains On Interest Rate SwapsUnrealized Gains (Losses) On Available-For-Sale
Marketable Debt Securities
Accumulated Other Comprehensive (Loss) Income
(In thousands)
Balance at January 1$(10,266)$(696)$20 $(10,942)
Other comprehensive (loss) income before reclassifications(1,064)5,040 (22)3,954 
Amounts reclassified to earnings1,436 (1,343)— 93 
Net current period other comprehensive income (loss)372 3,697 (22)4,047 
Accumulated other comprehensive loss allocated to noncontrolling interests during the period— — 
Balance at March 31$(9,892)$3,001 $(2)$(6,893)
Three Months Ended March 31, 2023
Foreign Currency Translation AdjustmentUnrealized Losses On Interest Rate SwapsUnrealized Gains (Losses) On Available-For-Sale
Marketable Debt Securities
Accumulated Other Comprehensive Loss
(In thousands)
Balance at January 1$(13,186)$— $53 $(13,133)
Other comprehensive income (loss)803 (2,287)(26)(1,510)
Net current period other comprehensive income (loss)803 (2,287)(26)(1,510)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period— — 
Balance at March 31$(12,381)$(2,287)$27 $(14,641)
The amounts reclassified out of accumulated other comprehensive (loss) incomeforeign currency translation adjustment into earnings for the three months ended March 31, 2023 and 2022.
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Foreign Currency Translation AdjustmentUnrealized Gains (Losses) On Available-For-Sale Marketable Debt SecuritiesUnrealized Losses On Interest Rate SwapsAccumulated Other Comprehensive LossForeign Currency Translation AdjustmentAccumulated Other Comprehensive Income (Loss)
(In thousands)
Balance at January 1$(13,186)$53 $— $(13,133)$4,397 $4,397 
Other comprehensive income (loss)803 (26)(2,287)(1,510)(3,634)(3,634)
Net current period other comprehensive income (loss)803 (26)(2,287)(1,510)(3,634)(3,634)
Accumulated other comprehensive loss allocated to noncontrolling interests during the period— — 
Balance at March 31$(12,381)$27 $(2,287)$(14,641)$765 $765 
2024 relate to the substantial liquidation of an international subsidiary.
At March 31, 2024 and 2023, there was $0.9 million of deferred income tax provision and $0.7 million of deferred income tax benefit, respectively, related to unrealized gains and losses on interest rate swapsswaps. At March 31, 2024, there was no deferred income tax provision or benefit related to net unrealized gains and losses on available-for-sale marketable debt securities and less than $0.1 million of deferred income tax provision related to net unrealized gains on available-for-sale marketable debt securities. Atat March 31, 2022, there was no income tax benefit or provision on the accumulated other comprehensive income.2023.
NOTE 6—5—SEGMENT INFORMATION
The overall concept that the Company employs in determining its operatingOur reportable segments is to present thecurrently consist of Dotdash Meredith (Print and Digital), Angi Inc. (Ads and Leads, Services and International) and Search. Our CODM regularly reviews certain financial information in a mannerby operating segment to determine allocation of resources and assess its performance. Segment profitability is determined by and presented on an Adjusted EBITDA basis consistent with the chief operating decision maker'sCODM’s view of the businesses. In addition, we consider how theprofitability of its businesses, which excludes certain expenses that are organized as torequired in accordance with GAAP. While not considered a reportable 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,comprises various operating segments that do not meet the quantitative thresholds that require presentation as separate reportable segments.

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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 March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
20232022 20242023
(In thousands) (In thousands)
RevenueRevenue  Revenue  
Dotdash MeredithDotdash Meredith
Digital
Digital
DigitalDigital$184,797 $216,165 
PrintPrint207,016 289,978 
Intersegment eliminations(a)
Intersegment eliminations(a)
(4,231)(5,672)
Total Dotdash MeredithTotal Dotdash Meredith387,582 500,471 
Angi Inc.Angi Inc.
Domestic:Domestic:
Domestic:
Domestic:
Ads and Leads
Ads and Leads
Ads and LeadsAds and Leads293,506 294,746 
ServicesServices32,059 76,450 
Roofing38,372 36,687 
Domestic intersegment eliminations(b)
(1,462)(1,677)
Total DomesticTotal Domestic362,475 406,206 
InternationalInternational29,932 29,953 
Total Angi Inc.Total Angi Inc.392,407 436,159 
SearchSearch152,475 223,385 
Emerging & OtherEmerging & Other154,031 166,994 
Intersegment eliminations(2,224)(1,664)
Intersegment eliminations(b)
TotalTotal$1,084,271 $1,325,345 
_____________________
(a)    Intersegment eliminations primarily relates to Digital performance marketing commissions earned for the placement of magazine subscriptions for Print.
(b)    Intersegment eliminations primarily relates to advertising sold by Dotdash Meredith to other IAC owned businesses and Ads and Leads revenue earned from sales to Roofing within Emerging & Other, prior to its sale on November 1, 2023.
The following table presents the revenue of the Company's reportable segments disaggregated by type of service:
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
20232022 20242023
(In thousands) (In thousands)
Dotdash MeredithDotdash Meredith
Digital:Digital:
Digital:
Digital:
Advertising revenue
Advertising revenue
Advertising revenueAdvertising revenue$111,817 $137,090 
Performance marketing revenuePerformance marketing revenue50,055 50,105 
Licensing and other revenueLicensing and other revenue22,925 28,970 
Total digital revenue184,797 216,165 
Total Digital revenue
Print:Print:
Subscription revenueSubscription revenue85,637 130,584 
Subscription revenue
Subscription revenue
Advertising revenueAdvertising revenue47,850 72,687 
Project and other revenue
Newsstand revenueNewsstand revenue32,246 31,239 
Project and other revenue28,109 33,025 
Performance marketing revenuePerformance marketing revenue13,174 22,443 
Total print revenue207,016 289,978 
Intersegment eliminations(a)
(4,231)(5,672)
Total Dotdash Meredith revenue$387,582 $500,471 
(a) Intersegment eliminations primarily related to Digital performance marketing commissions earned for the placement of magazine subscriptions for Print.
Total Print revenue
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
20242023
Three Months Ended March 31, (In thousands)
20232022
Intersegment eliminations(a)
Total Dotdash Meredith revenue
(In thousands)
Angi Inc.Angi Inc.
Angi Inc.
Angi Inc.
Domestic:
Domestic:
Domestic:Domestic:
Ads and Leads:Ads and Leads:
Ads and Leads:
Ads and Leads:
Consumer connection revenue
Consumer connection revenue
Consumer connection revenueConsumer connection revenue$212,935 $214,347 
Advertising revenueAdvertising revenue67,181 63,902 
Membership subscription revenueMembership subscription revenue13,199 16,237 
Other revenueOther revenue191 260 
Total Ads and Leads revenueTotal Ads and Leads revenue293,506 294,746 
Services revenueServices revenue32,059 76,450 
Roofing revenue38,372 36,687 
Domestic intersegment eliminations(b)
(1,462)(1,677)
Total Domestic revenueTotal Domestic revenue362,475 406,206 
International:International:
Consumer connection revenue
Consumer connection revenue
Consumer connection revenueConsumer connection revenue24,745 21,803 
Service professional membership subscription revenueService professional membership subscription revenue5,058 7,856 
Advertising and other revenueAdvertising and other revenue129 294 
Total International revenueTotal International revenue29,932 29,953 
Total Angi Inc. revenueTotal Angi Inc. revenue$392,407 $436,159 
(b) Intersegment eliminations related to Ads and Leads revenue earned from sales to Roofing.
Search
Search
SearchSearch
Advertising revenue:Advertising revenue:
Advertising revenue:
Advertising revenue:
Google advertising revenue
Google advertising revenue
Google advertising revenueGoogle advertising revenue$140,734 $149,652 
Non-Google advertising revenueNon-Google advertising revenue10,973 71,989 
Total advertising revenueTotal advertising revenue151,707 221,641 
Other revenueOther revenue768 1,744 
Total Search revenue Total Search revenue$152,475 $223,385 
Emerging & OtherEmerging & Other
Emerging & Other
Emerging & Other
Subscription revenue
Subscription revenue
Subscription revenueSubscription revenue$86,400 $94,547 
Marketplace revenueMarketplace revenue58,419 66,117 
Roofing revenue
Media production and distribution revenueMedia production and distribution revenue3,615 546 
Advertising revenue:Advertising revenue:
Non-Google advertising revenue
Non-Google advertising revenue
Non-Google advertising revenueNon-Google advertising revenue2,899 3,723 
Google advertising revenueGoogle advertising revenue263 608 
Total advertising revenueTotal advertising revenue3,162 4,331 
Service and other revenueService and other revenue2,435 1,453 
Total Emerging & Other revenue Total Emerging & Other revenue$154,031 $166,994 
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
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 March 31,
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
20232022 20242023
(In thousands) (In thousands)
Revenue:Revenue:
United StatesUnited States$974,428 $1,204,348 
United States
United States
All other countriesAll other countries109,843 120,997 
TotalTotal$1,084,271 $1,325,345 
March 31,
2024
March 31,
2024
December 31,
2023
March 31,
2023
December 31,
2022
(In thousands)
(In thousands)
Long-lived assets (excluding goodwill, intangible assets and ROU assets):  
Long-lived assets (excluding goodwill and intangible assets):Long-lived assets (excluding goodwill and intangible assets):  
United StatesUnited States$455,240 $502,977 
All other countriesAll other countries6,631 7,637 
Total Total$461,871 $510,614 
The following tables present operating (loss) income and Adjusted EBITDA by reportable segment:
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
20242023
Three Months Ended March 31, (In thousands)
20232022
(In thousands)
Operating (loss) income:
Operating (loss) income
Dotdash MeredithDotdash Meredith
Dotdash Meredith
Dotdash Meredith
Digital
Digital
DigitalDigital$(17,887)$(1,868)
PrintPrint(5,756)(38,335)
Other(c)(d)
Other(c)(d)
(87,591)(16,042)
Total Dotdash Meredith(e)
(111,234)(56,245)
Total Dotdash Meredith
Angi Inc.Angi Inc.
Ads and LeadsAds and Leads13,480 15,486 
Ads and Leads
Ads and Leads
ServicesServices(12,452)(25,750)
Roofing411 (6,150)
Other(c)
Other(c)
(14,939)(13,022)
InternationalInternational3,030 (4,521)
Total Angi Inc.Total Angi Inc.(10,470)(33,957)
SearchSearch10,770 25,079 
Emerging & OtherEmerging & Other11,445 (5,044)
CorporateCorporate(36,107)(38,647)
TotalTotal$(135,596)$(108,814)
_____________________
(c)    Other comprises unallocated corporate expenses.
(d)    IncludesDotdash Meredith Other operating loss for the three months ended March 31, 2023 includes impairment charges of $70.0 million related to unoccupied leased office space, of which $25.3 million is presented in "Depreciation" in the statement of operations and, therefore, is excluded from Adjusted EBITDA. Impairment charges related to unoccupied leased office space included in Adjusted EBITDA are $44.7 million for the three months ended March 31, 2023, of which $25.3 million is included in "Depreciation" in the statement of operations.2023. See "Note 3—2—Financial Instruments and Fair Value Measurements" for additional information.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(e)    Dotdash Meredith incurred restructuring charges of $22.4 million in the three months ended March 31, 2022. The three months ended March 31, 2022 also include transaction-related expenses of $4.0 million related to the acquisition of Meredith. See "Note 2Dotdash Meredith Restructuring Charges and Transaction-Related Expenses" for additional information.
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
20242023
Three Months Ended March 31, (In thousands)
20232022
(In thousands)
Adjusted EBITDA(f):
Dotdash Meredith(e)
Adjusted EBITDA(e):
Dotdash Meredith
Dotdash Meredith
Dotdash Meredith
Digital
Digital
DigitalDigital$24,403 $34,800 
PrintPrint$11,334 $(10,480)
Other(c)(g)
$(58,854)$(15,786)
Other(c)(d)
Total Dotdash Meredith
Angi Inc.Angi Inc.
Ads and LeadsAds and Leads$39,851 $34,325 
Ads and Leads
Ads and Leads
ServicesServices$(2,168)$(18,567)
Roofing$821 $(5,026)
Other(c)
Other(c)
$(12,354)$(10,450)
InternationalInternational$4,354 $(3,451)
Total Angi Inc.
SearchSearch$10,791 $25,100 
Emerging & OtherEmerging & Other$14,778 $916 
CorporateCorporate$(23,833)$(23,694)
Total
_____________________
(f)(e)     The Company's primary financial measure and GAAP segment measure is Adjusted EBITDA, which is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements.arrangements, if applicable.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
We consider operating (loss) income to be the financial measure calculated and presented in accordance with GAAP that is most directly comparable to our segment reporting performance measure, Adjusted EBITDA. The following tables reconcile operating (loss) income for the Company's reportable segments and net earnings attributable to IAC shareholders to Adjusted EBITDA:
 Three Months Ended March 31, 2024
 Operating
(Loss) Income
Stock-based
Compensation
Expense
DepreciationAmortization
of Intangibles
Adjusted
EBITDA(e)
 (In thousands)
Dotdash Meredith
Digital$(180)$2,200 $4,857 $30,082 $36,959 
Print(5,121)446 2,537 5,085 2,947 
Other(c)
(15,528)4,703 1,161 — (9,664)
Total Dotdash Meredith(20,829)7,349 8,555 35,167 30,242 
Angi Inc.
Ads and Leads19,821 4,465 16,935 — 41,221 
Services(7,501)1,381 6,130 — 10 
Other(c)
(15,117)3,196 — — (11,921)
International5,513 355 784 — 6,652 
Total Angi Inc.2,716 9,397 23,849 — 35,962 
Search4,356 — 21 — 4,377 
Emerging & Other(8,010)410 1,833 1,561 (4,206)
Corporate(f)
(37,411)11,751 2,315 — (23,345)
Total(59,178)$28,907 $36,573 $36,728 $43,030 
Interest expense(39,718)
Unrealized gain on investment in MGM Resorts International163,751 
Other income, net34,805 
Earnings before income taxes99,660 
Income tax provision(54,688)
Net earnings44,972 
Net loss attributable to noncontrolling interests59 
Net earnings attributable to IAC shareholders$45,031 
_____________________
(f)    Includes impairment chargesstock-based compensation expense for stock-based awards granted to employees of $44.7 million related to unoccupied leased office space forCorporate, Search and all Emerging & Other businesses other than Vivian Health in the three months ended March 31, 2024 and 2023. See "Note 3—Financial Instruments and Fair Value Measurements" for additional information.The three months ended March 31, 2023 also excludes stock-based compensation granted to employees of Roofing within Emerging & Other, which was sold on November 1, 2023.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
 Three Months Ended March 31, 2023
 Operating
(Loss) Income
Stock-based
Compensation
Expense
DepreciationAmortization
of Intangibles
Adjusted
EBITDA(e)
 (In thousands)
Dotdash Meredith
Digital$(17,887)$1,695 $5,244 $35,351 $24,403 
Print(5,756)146 2,635 14,309 11,334 
Other(c)(d)
(87,591)3,250 25,487 — (58,854)
Total Dotdash Meredith(111,234)5,091 33,366 49,660 (23,117)
Angi Inc.
Ads and Leads13,480 5,491 18,218 2,662 39,851 
Services(12,452)4,209 6,075 — (2,168)
Other(c)
(14,939)2,585 — — (12,354)
International3,030 427 897 — 4,354 
Total Angi Inc.(10,881)12,712 25,190 2,662 29,683 
Search10,770 — 21 — 10,791 
Emerging & Other11,856 517 942 2,284 15,599 
Corporate(f)
(36,107)10,621 1,653 — (23,833)
Total(135,596)$28,941 $61,172 $54,606 $9,123 
Interest expense(38,172)
Unrealized gain on investment in MGM Resorts International704,840 
Other income, net23,749 
Earnings before income taxes554,821 
Income tax provision(139,502)
Net earnings415,319 
Net loss attributable to noncontrolling interests2,456 
Net earnings attributable to IAC shareholders$417,775 

NOTE 6—PENSION AND POSTRETIREMENT BENEFIT PLANS
The following table presents the components of net periodic benefit (credit) cost for the Dotdash Meredith pension and postretirement benefit plans:
Three Months Ended March 31,
20242023
PensionPostretirementPensionPostretirement
DomesticInternationalDomesticDomesticInternationalDomestic
(In thousands)
Service cost$51 $— $— $53 $— $
Interest cost729 4,787 51 871 4,777 58 
Expected return on plan assets(564)(4,787)— (501)(4,771)— 
Actuarial (gain) loss recognition(263)— — 240 — — 
Net periodic benefit (credit) cost$(47)$— $51 $663 $$59 
The Company froze and terminated the domestic funded pension plan as of December 31, 2022. The last of the required customary regulatory approvals of the termination of this plan was received in February 2024. The Company expects to complete the termination and settlement of this plan in the second half of 2024.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The following tables reconcile operating (loss) income for the Company's reportable segments and net earnings (loss) attributable to IAC shareholders to Adjusted EBITDA:
 Three Months Ended March 31, 2023
 Operating
(Loss) Income
Stock-based
Compensation
Expense
DepreciationAmortization
of Intangibles
Adjusted
EBITDA(f)
 (In thousands)
Dotdash Meredith
Digital$(17,887)$1,695 $5,244 $35,351 $24,403 
Print(5,756)$146 $2,635 $14,309 $11,334 
Other(c)
(87,591)$3,250 $25,487 $— $(58,854)
Angi Inc.
Ads and Leads13,480 $5,491 $18,218 $2,662 $39,851 
Services(12,452)$4,209 $6,075 $— $(2,168)
Roofing411 $165 $245 $— $821 
Other(c)
(14,939)$2,585 $— $— $(12,354)
International3,030 $427 $897 $— $4,354 
Search10,770 $— $21 $— $10,791 
Emerging & Other11,445 $352 $697 $2,284 $14,778 
Corporate(h)
(36,107)$10,621 $1,653 $— $(23,833)
Total(135,596)
Interest expense(38,172)
Unrealized gain on investment in MGM Resorts International704,840 
Other income, net23,749 
Earnings before income taxes554,821 
Income tax provision(139,502)
Net earnings415,319 
Net loss attributable to noncontrolling interests2,456 
Net earnings attributable to IAC shareholders$417,775 
_____________________
(h)    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 March 31, 2022
 
Operating
(Loss) Income(e)
Stock-based
Compensation
Expense
DepreciationAmortization
of Intangibles
Acquisition-related Contingent Consideration Fair Value Adjustments
Adjusted
EBITDA(e)(f)
 (In thousands)
Dotdash Meredith
Digital$(1,868)$4,196 $7,489 $25,595 $(612)$34,800 
Print(38,335)$64 $5,532 $22,259 $— $(10,480)
Other(c)
(16,042)$12 $244 $— $— $(15,786)
Angi Inc.
Ads and Leads15,486 $4,920 $11,257 $2,662 $— $34,325 
Services(25,750)$4,540 $1,668 $975 $— $(18,567)
Roofing(6,150)$830 $127 $167 $— $(5,026)
Other(c)
(13,022)$2,572 $— $— $— $(10,450)
International(4,521)$123 $947 $— $— $(3,451)
Search25,079 $— $21 $— $— $25,100 
Emerging & Other(5,044)$25 $403 $5,532 $— $916 
Corporate(h)
(38,647)$12,405 $2,548 $— $— $(23,694)
Total(108,814)
Interest expense(21,912)
Unrealized loss on investment in MGM Resorts International(187,330)
Other income, net6,699 
Loss before income taxes(311,357)
Income tax benefit70,464 
Net loss(240,893)
Net loss attributable to noncontrolling interests5,095 
Net loss attributable to IAC shareholders$(235,798)

NOTE 7—PENSION AND POSTRETIREMENT BENEFIT PLANS
The following table presents the components of net periodic benefit cost for the Dotdash Meredith pension and postretirement benefit plans:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
PensionPostretirementPensionPostretirement
DomesticInternationalDomesticDomesticInternationalDomestic
(In thousands)
Service cost$53 $— $$982 $— $
Interest cost871 4,777 58 699 3,275 67 
Expected return on plan assets(501)(4,771)— (1,578)(4,624)— 
Actuarial loss recognition240 — — 12,532 24,988 — 
Net periodic benefit cost$663 $$59 $12,635 $23,639 $69 
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Settlements during the three months ended March 31, 2023 triggered a remeasurement of the pension plans in the U.S. The actuarial loss of $0.2 million was the result of an adjustment in plan demographics, partially offset by gains on investment performance.
Settlements during the three months ended March 31, 2022 triggered a remeasurement of the funded pension plans in the United Kingdom ("U.K.") and U.S. The U.K. actuarial loss of $25.0 million primarily relates to the decline in the fair value of the U.K. pension plan's assets exceeding the decline in the plan liabilities, in each case due to higher interest rates. The U.S. actuarial loss of $12.5 million was primarily due to the decline in the fair value of plan assets.
The following table summarizes the weighted average expected return on plan assets used to determine the net periodic benefit costs(credit) cost at March 31, 2023,2024 following the remeasurement,remeasurements, and December 31, 2022,2023, respectively:
March 31, 2023December 31, 2022
Pension
DomesticDomestic
Expected return on plan assets4.31 %2.80 %
March 31, 2024December 31, 2023
Pension
DomesticDomestic
Expected return on plan assets5.21 %4.48 %
The components of net periodic benefit costs,(credit) cost, other than the service cost component, are included in "Other income, net" in the statement of operations.
NOTE 8—7—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.
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.
For the three months ended March 31, 2024, the Company recorded an income tax provision of $54.7 million, which represents an effective income tax rate of 55%, which is higher than the statutory rate of 21% due primarily to the nondeductible portion of goodwill in the sale of Mosaic Group, nondeductible compensation expense, and state taxes, partially offset by research credits and the realization of a capital loss. For the three months ended March 31, 2023, the Company recorded an income tax provision of $139.5 million, which represents an effective income tax rate of 25%, which is higher than the statutory rate of 21% due primarily to state taxes and nondeductible compensation expense, partially offset by research credits. For the three months ended March 31, 2022, the Company recorded an income tax benefit of $70.5 million, which represents an effective income tax rate of 23%, which is higher than the statutory rate of 21% due primarily to state taxes and excess tax benefits generated by the exercise and vesting of stock-based awards, partially offset by nondeductible stock-based compensation expense.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. Accruals for interest and penalties are not material.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The Company's income taxes are routinely under audit by federal, state, local and foreign authorities as a result of previously filed separate company and consolidated tax returns 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 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 Company is not currently under audit by the Internal Revenue Service ("IRS") has completed its audit of the federal income tax returns for the years ended December 31, 2013 through 2019, which include the operations of the Company. The settlement of these tax years has been submitted to the Joint Committee of Taxation for approval. The statute of limitations for the years 2013 through 2019 has been extended to December 31, 2023.Service. 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.
The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in the income tax provision. At March 31, 20232024 and December 31, 2022,2023, accruals for interest and penalties are not material.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
At March 31, 2024 and December 31, 2023, unrecognized tax benefits, including interest and penalties, were $17.4$20.8 million and $16.6$19.6 million, respectively. Unrecognized tax benefits, including interest and penalties, at March 31, 20232024 increased by $0.8$1.2 million due primarily to research credits, partially offset by settlements.credits. If unrecognized tax benefits at March 31, 20232024 are subsequently recognized, $16.2$19.7 million, net of related deferred tax assets and interest, would reduce income tax expense. The comparable amount at December 31, 20222023 was $15.4$18.6 million. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $0.6$0.4 million by March 31, 20242025 due to expected settlements and statute expirations, all of which $0.5 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 March 31, 2023, the Company has a U.S. gross deferred tax asset of $816.4 million that the Company expects to fully utilize on a more likely than not basis. Of this amount, $641.7 million will be utilized upon the future reversal of deferred tax liabilities and the remaining net deferred tax asset of $174.7 million will be utilized based on forecasts of future taxable income. The Company's most significant net deferred tax asset that could expire relates to U.S. federal net operating loss ("NOL") carryforwards of $40.4 million. The Company expects to generate sufficient future taxable income of at least $192.6 million prior to the expiration of these NOLs, the majority of which expire between 2033 and 2036, to fully realize this deferred tax asset.
NOTE 9—8—EARNINGS (LOSS) PER SHARE
The Company treats its common stock and Class B common stock as one class of stock for net earnings (loss) per share ("EPS") purposes as both classes of stock participate in earnings, dividends and other distributions on the same basis. The restricted stock 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 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) 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) 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 March 31,
20232022
(In thousands, except per share data)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
202420242023
(In thousands, except per share data)(In thousands, except per share data)
Basic EPS:Basic EPS:
Numerator:Numerator:
Net earnings (loss)$415,319 $(240,893)
Numerator:
Numerator:
Net earnings
Net earnings
Net earnings
Net loss attributable to noncontrolling interestsNet loss attributable to noncontrolling interests2,456 5,095 
Net earnings attributed to unvested participating securityNet earnings attributed to unvested participating security(14,156)— 
Net earnings (loss) attributable to IAC common stock and Class B common stock shareholders$403,619 $(235,798)
Net earnings attributable to IAC common stock and Class B common stock shareholders
Denominator:Denominator:
Denominator:
Denominator:
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)
85,534 86,784 
Earnings (loss) per share attributable to IAC common stock and Class B common stock shareholders:
Earnings (loss) per share$4.72 $(2.72)
Earnings per share:
Earnings per share:
Earnings per share:
Earnings per share attributable to IAC common stock and Class B common stock shareholders
Earnings per share attributable to IAC common stock and Class B common stock shareholders
Earnings per share attributable to IAC common stock and Class B common stock shareholders
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Three Months Ended March 31,
20232022
(In thousands, except per share data)
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
202420242023
(In thousands, except per share data)(In thousands, except per share data)
Diluted EPS:Diluted EPS:
Numerator:Numerator:
Net earnings (loss)$415,319 $(240,893)
Numerator:
Numerator:
Net earnings
Net earnings
Net earnings
Net loss attributable to noncontrolling interestsNet loss attributable to noncontrolling interests2,456 5,095 
Net earnings attributed to unvested participating securityNet earnings attributed to unvested participating security(13,720)— 
Impact from public subsidiaries' dilutive securities(b)
Impact from public subsidiaries' dilutive securities(b)
— — 
Net earnings (loss) attributable to IAC common stock and Class B common stock shareholders$404,055 $(235,798)
Net earnings attributable to IAC common stock and Class B common stock shareholders
Denominator:Denominator:
Denominator:
Denominator:
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)
85,534 86,784 
Dilutive securities(b)(c)(d)
2,819 — 
Denominator for earnings per share—weighted average shares(b)(c)(d)
88,353 86,784 
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)
Weighted average basic IAC common stock and Class B common stock shares outstanding(a)
Dilutive securities(b)(c)
Denominator for earnings per share—weighted average shares(b)(c)
Earnings (loss) per share attributable to IAC common stock and Class B common stock shareholders:
Earnings (loss) per share$4.57 $(2.72)
Earnings per share:
Earnings per share:
Earnings per share:
Earnings per share attributable to IAC common stock and Class B common stock shareholders
Earnings per share attributable to IAC common stock and Class B common stock shareholders
Earnings per share attributable to IAC common stock and Class B common stock shareholders
_____________________
(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. The impact on net earnings relates to the settlement of Angi Inc.'s dilutive securities in IAC common shares. For the three months ended March 31, 2024 and 2023, these Angi Inc. equity awards were anti-dilutive. For the three months ended March 31, 2022, the Company had a loss from operations and as a result these awards were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive.
(c)    If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and subsidiary denominated equity and vesting of restricted common stock, and restricted stock units ("RSUs"). For the three months ended March 31, 2024 and 2023, 3.4 million and 3.3 million, respectively, of potentially dilutive securities were excluded from computingthe calculation of diluted EPS because the impacttheir inclusion would have been anti-dilutive.
(d)    For the three months ended March 31, 2022, the Company had a loss from operations and, as a result, approximately 7.8 million potentially dilutive securities 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 months ended March 31, 2022.

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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
NOTE 10—9—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:
March 31, 2023December 31, 2022March 31, 2022December 31, 2021
(In thousands)
March 31, 2024March 31, 2024December 31, 2023March 31, 2023December 31, 2022
(In thousands)(In thousands)
Cash and cash equivalentsCash and cash equivalents$1,398,836 $1,417,390 $1,852,598 $2,118,730 
Restricted cash included in other current assetsRestricted cash included in other current assets1,081 1,165 21,183 1,941 
Restricted cash included in other non-current assetsRestricted cash included in other non-current assets7,640 7,514 885 1,193 
Total cash and cash equivalents and restricted cash as shown on the statement of cash flowsTotal cash and cash equivalents and restricted cash as shown on the statement of cash flows$1,407,557 $1,426,069 $1,874,666 $2,121,864 
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
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Restricted cash included in "Other current assets" in the balance sheet at March 31, 2024 and December 31, 2023 and primarily consists of cash held in escrow related to the funded pension plan in the United Kingdom. and cash held related to insurance programs at Care.com. Restricted cash included in "Other non-current assets" in the balance sheet at March 31, 2024 and December 31, 2023 consists of deposits related to leases.
Restricted cash included in "Other current assets" in the balance sheet at March 31, 2023 and December 31, 2022 primarily consists of cash held related to insurance programs at Care.com.
Restricted cash included in "Other current assets" in the balance sheet at March 31, 2022 primarily consists of cash received from Care.com’s payment solutions customers for payroll and related taxes, which were remitted subsequent to period end, and cash held in escrow related to the funded pension plan in the U.K.
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 funded pension plan in the U.K.
Restricted cash included in "Other non-current assets" in the balance sheet at March 31, 2023 and 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 segmentwithin Emerging & Other and deposits related to leases.
Restricted cash included in "Other non-current assets" at March 31, 2022 and December 31, 2021 include deposits related to leases and a check endorsement guarantee at the Roofing segment.
Credit Losses
The following table presents the changes in the allowance for credit losses for the three months ended March 31, 20232024 and 2022,2023, respectively:
20232022
(In thousands)
2024
2024
20242023
(In thousands)(In thousands)
Balance at January 1Balance at January 1$50,971 $36,556 
Current period provision for credit lossesCurrent period provision for credit losses24,826 23,287 
Write-offs charged against the allowanceWrite-offs charged against the allowance(29,308)(20,518)
Recoveries collectedRecoveries collected1,489 — 
OtherOther(466)216 
Balance at March 31Balance at March 31$47,512 $39,541 
Accumulated Amortization and Depreciation
The following table provides the accumulated depreciation and amortization within the balance sheet:
Asset CategoryMarch 31, 2024December 31, 2023
 (In thousands)
Capitalized software, buildings, equipment and leasehold improvements$385,568 $374,256 
Intangible assets$648,477 $636,645 
Other income, net
Three Months Ended March 31,
 20242023
 (In thousands)
Net realized gain (loss) on sales of businesses, investments and upward (downward) adjustments to the carrying value of equity securities without readily determinable fair values(a)
$25,941 $(1,301)
Interest income21,597 16,930 
Unrealized (decrease) increase in the estimated fair value of a warrant(10,232)5,940 
Foreign exchange (losses) gains, net(1,741)509 
Unrealized loss related to marketable equity securities— (1,150)
Other(760)2,821 
Other income, net$34,805 $23,749 
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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 CategoryMarch 31, 2023December 31, 2022
 (In thousands)
Right-of-use assets included in other non-current assets$216,264 $157,650 
Capitalized software, equipment, buildings and leasehold improvements$295,702 $274,473 
Intangible assets$636,829 $582,063 
Other income, net
Three Months Ended March 31,
 20232022
 (In thousands)
Interest income$16,930 $698 
Unrealized increase in the estimated fair value of a warrant5,940 7,985 
Unrealized (loss) gain related to marketable equity securities(1,150)34,352 
Net periodic pension benefit costs, other than the service cost component (a)
(674)(35,359)
Other2,703 (977)
Other income, net$23,749 $6,699 
_____________________
(a)     Includes a pre-tax actuarial lossesgain of $0.2$29.2 million on the sale of assets of Mosaic Group (within Emerging & Other), which was accounted for as a sale of a business, in the three months ended March 31, 2023 related to the pension plans in the U.S. and $37.5 million for the three months ended March 31, 2022 related to the funded pension plans in the U.K. and U.S. See "Note 7—Pension and Postretirement Benefit Plans" for additional information.2024.

NOTE 11—10—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 Companyit 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, and for which the Company cannot estimate a loss or range of loss, 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 87—Income Taxes" for information related to uncertain income tax positions.
NOTE 12—11—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 IncInc. on October 10, 2022. As a result, for the three months ended March 31, 2024 and 2023, IAC allocated $2.2 million and $2.3 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.
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TableOn April 8, 2024, Jeffrey W. Kip, President of Contents
IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Angi Inc., was appointed to succeed Joseph Levin as CEO of Angi Inc. Mr. Levin will remain Chairman of the Angi Inc. board of directors.
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","Combination," entered into a contribution agreement; an investor rights agreement; a services agreement; a tax sharing agreement; and an employee matters agreement.agreement, which collectively govern the relationship between IAC and Angi Inc.
IAC and Vimeo Inc. ("Vimeo")
FollowingIn connection with the spin-off of Vimeo from IAC, the relationship between IAC and Vimeo is governed byparties entered in several agreements to govern their relationship following the completion of the transaction, certain of which includeremain in effect and are as follows: a separation agreement, a tax matters agreement a transition services agreement,and an employee matters agreementagreement. Following the completion of the transaction, Vimeo and officeIAC entered into certain commercial agreements, including lease agreements. 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.
The Company has an outstanding receivable of $0.8 million at both March 31, 2023 and December 31, 2022 due fromcharged Vimeo rent pursuant to the separation agreement. This amount is included in "Other current assets" in the balance sheet.
Forlease agreements of $0.9 million for both the three months ended March 31, 20232024 and 2022, Vimeo was charged less than $0.1 million and $0.1 million, respectively, by IAC for services rendered pursuant to the transition services agreement. At March 31, 2023 and December 31, 2022, there were no outstanding receivables or payables pursuant to the transition services agreement.
For the three months ended March 31, 2023 and 2022, Vimeo was charged $0.9 million and $1.6 million, respectively, of rent pursuant to the lease agreements. At March 31, 2023, the2023. The Company hashad an outstanding receivable of $0.1$0.3 million at both March 31, 2024 and December 31, 2023 due from Vimeo pursuant to the lease agreements. This amount isThese amounts are included in "Other non-current assets" in the balance sheet. At December 31, 2022, there were no outstanding receivables due from Vimeo pursuant to the lease agreements.
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IAC INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
IAC and Expedia Group
At March 31, 2023,2024, the Company and Expedia Group each had a 50% ownership interest in 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 Group each have a 50% ownership interest. The Company and Expedia Group 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 Group are related parties because Mr. Diller serves as Chairman and Senior Executive of both IAC and Expedia.Expedia Group. For the three months ended March 31, 20232024 and 2022,2023, total payments made to this entity by the Company were not material.
In addition, Expedia Group may use certain aircraft owned 100% by a subsidiary of the Company on a cost basis. For the three months ended March 31, 20232024 and 2022,2023, the payments made by Expedia Group to the Company pursuant to this arrangement were not material.
NOTE 13—SUBSEQUENT EVENTS
In April 2023, the Company completed the acquisition of the formerly leased land under its New York City headquarters building for a purchase price of $80.0 million.
In April 2023, the Company purchased additional shares of Turo for $103.6 million. Following the purchase, IAC's aggregate percentage ownership in Turo is approximately 31%.
From April 1, 2023 through May 5, 2023, IAC repurchased 1.3 million shares of its common stock, on a trade date basis, at an average price of $50.47 per share, or $67.2 million in aggregate. At May 5, 2023, IAC has 3.8 million shares remaining in its share repurchase authorization.
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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL
Management Overview
IAC today consistsis comprised of category leading businesses, including Dotdash Meredith, Angi Inc. and Care.com, as well as others ranging from early stage to established businesses.
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, 2022.2023.
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 SegmentsIAC Businesses (for additional information see "Note 6—5—Segment Information" to the financial statements included in "Item 1—Consolidated Financial Statements"):
Dotdash Meredith - one of the largest digital and print publishers in America. From mobile to magazines, nearlyNearly 200 million people trust us to help them make decisions, take action and find inspiration. Dotdash Meredith's over 40 iconic brands include PEOPLE,People, Better Homes & Gardens, Verywell, FOOD & WINE, The Spruce, Allrecipes,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. InOn November 1, 2023, Angi Inc. completed the sale of 100% of its wholly-owned subsidiary, Total Home Roofing, LLC ("Roofing"), and has reflected it as a discontinued operation in its standalone financial statements. Roofing does not meet the threshold to be reflected as a discontinued operation at the IAC level. During the fourth quarter of 2022, the2023, IAC moved Roofing to Emerging & Other and prior period financial information has been recast to conform to this presentation. Following IAC's move of Roofing to Emerging & Other, Angi Inc. segment presentation was changed to reflect its fourhas three operating segments, which include:segments: (i) Ads and Leads, (ii) Services and (iii) Roofing and (iv) International (consisting of businesses in(includes Europe and Canada). Angi Inc.'s financial information for the first quarter of 2022 has been recast to conform to the current period presentation. At March 31, 2023,2024, the Company’s economic interest and voting interest in Angi Inc. were 83.9%84.3% and 98.1%98.2%, respectively.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 connect with caregivers for their children, aging parents, pets and homes and for caregivers to connect with families seeking care services. Care.com's brands include Care For Business, Care.com offerings to enterprises and HomePay;
Mosaic Group, a leading developer and provider of global subscription mobile applications. The assets of Mosaic Group haswere sold on February 15, 2024, which was accounted for as a portfoliosale of some of the largest and most popular applications in the following verticals: Communications (RoboKiller, TapeACall, Trapcall), Language (iTranslate, Speak & Translate), Weather (Clime: NOAA Weather Radar Live, Weather Live), Business (PDF Hero, Scan Hero) and Lifestyle(Blossom, Pixomatic); anda business, for approximately $160 million;
Vivian HealthRoofing (previously included within the Angi Inc. segment), The Daily Beast, IAC Films, Newco (an IAC incubator)a provider of roof replacement and repair services, for periods prior to its sale on November 9, 2022, 1, 2023; and
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BluecrewVivian Health., IAC Filmsand The Daily Beast.
Dotdash Meredith
Digital Revenue - includes advertising revenue, performance marketing revenue and licensing and other revenue.
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Advertising revenue - primarily includes revenue generated from display advertisements sold both directly through our sales team and via programmatic exchanges.
Performance marketing revenue - primarily includes revenue generated through affiliate commerce, affinity marketing channels and performance marketing commissions. Affiliate commerce commission revenue is generated when Dotdash Meredith refers users to commerce 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 and performance marketing revenue.
Total Sessions - represents unique visits to all sites that are part of Dotdash Meredith's network and sourced from Google Analytics.
Core Sessions - represents a subset of Total Sessions that comprises unique visits to Dotdash Meredith's most significant (in terms of investment) owned and operated sites as follows:
PeopleInStyleSimply Recipes
allrecipesFOOD & WINESerious Eats
InvestopediaMartha StewartEatingWell
Better Homes & GardensByrdieParents
Verywell HealthREAL SIMPLEVerywell Mind
The SpruceSouthern LivingHealth
TRAVEL + LEISURE
Angi Inc.
Ads and Leads Revenue - primarily reflectscomprises domestic ads and leads revenue includingfrom consumer connection revenue for consumer matches, revenue from service professionals under contract for advertising and membership subscription revenue from service professionals and consumers.
Services Revenue - primarily reflectscomprises domestic revenue from pre-priced offerings by which consumers requestthe 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 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. This change in accounting treatment resulted in a decrease in revenue of $25.7 million for the three months ended March 31, 2023. There is no impact to operating loss or Adjusted EBITDA from this change in revenue recognition.
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.
International Revenue - primarily reflectscomprises 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 - are (i) fully completed and submitted domestic service requests for connections with Ads and 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 jobs in the period.
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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.
Transacting Service Professionals ("Transacting SPs") - are the number of (i) Ads and Leads service professionals that paid for consumer matches or advertising and (ii) Services service professionals that performed a Services job, during the most recent quarter.
Operating Costs and Expenses:
Cost of revenue (exclusive of depreciation) - consists primarily of traffic acquisition costs, which 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 performed work contracted under 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, content costs, roofing material and third-party contactor costs associated with Roofing arrangements credit card processing fees, payments made to workers staffed by Bluecrew for periods prior to its sale on November 9, 2022,1, 2023, hosting fees, credit card processing fees, and payments made to care providers for Care For BusinessBusiness..
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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, outsourced personnel and consulting costs and service guarantee expense at Angi Inc.
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 "Costrent expense and facilities cost (including impairments of revenue" in the statement of operations)right-of-use assets or "ROU assets"), fees for professional services, (including transaction-related costs related to the acquisition of Meredith Holdings Corporation ("Meredith") and other 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).costs. The customer service function at Angi Inc. and Care.com includes personnel who provide support to its service professionals and caregivers, respectively, 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. Changes in the estimated fair value of the contingent consideration arrangements are recognized during each reporting period in "General and administrative expense" in the statement of operations.
Long-term debt (for additional information see "Note 4—3—Long-term Debt" to the financial statements included in "Item 1—Consolidated Financial Statements"):
Dotdash Meredith Term Loan A - due December 1, 2026. At March 31, 20232024 and December 31, 2022,2023, the outstanding balance of the Dotdash Meredith Term Loan A was $328.1$310.6 million and $332.5$315 million, respectively, and bore interest at an adjusted term secured overnight financing rate ("Adjusted Term SOFR") plus 2.25%, or 6.94%7.68% and 5.91%7.69%, respectively. The Dotdash Meredith Term Loan A has quarterly principal payments.
Dotdash Meredith Term Loan B - due December 1, 2028. At March 31, 20232024 and December 31, 2022,2023, the outstanding balance of the Dotdash Meredith Term Loan B was $1.23$1.22 billion and $1.24$1.23 billion, respectively, and bore interest at Adjusted Term SOFR, subject to a minimum of 0.50%, plus 4.00%, or 8.77%9.43% and 8.22%9.44%, respectively. The Dotdash Meredith Term Loan B has quarterly principal payments.
Dotdash Meredith Revolving Facility - Dotdash Meredith's $150.0$150 million revolving credit facility expires on December 1, 2026. At March 31, 20232024 and December 31, 2022,2023, there were no outstanding borrowings under the Dotdash Meredith Revolving Facility.
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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 earnings (loss) attributable to IAC shareholders to operating loss to Adjusted EBITDA for the three months ended March 31, 20232024 and 2022.
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Dotdash Meredith Restructuring and Other Charges
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. These actions 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) a voluntary retirement program announced in the first quarter of 2022, 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) a reduction in force plan, for which the related expenses were accrued primarily in the fourth quarter of 2022. These actions resulted in $80.2 million of restructuring charges incurred for the year ended December 31, 2022.
During the first quarter of 2023, Dotdash Meredith continued to incur costs related to the voluntary retirement program and recorded adjustments to previously accrued amounts related to the reduction in force. Dotdash Meredith incurred restructuring charges of $2.2 million and $22.4 million in the three months ended March 31, 2023 and 2022, respectively, including $2.2 million and $20.5 million, respectively, of severance and related costs. Dotdash Meredith recorded reversals of previously accrued costs of $2.2 million, resulting in a net reversal of expense of less than $0.1 million, in the three months ended March 31, 2023.
During the first quarter of 2023, Dotdash Meredith reassessed the sublease market assumptions and recorded impairment charges related to certain unoccupied leased office space due to the continued decline in the commercial real estate market; a $44.7 million impairment of a right-of-use asset ("ROU asset") and a $25.3 million impairment of leasehold improvements, furniture and equipment, which are included in "General and administrative expense" and "Depreciation," respectively, in the statement of operations.

See "Note 2—Dotdash Meredith Restructuring Charges and Transaction-Related Expenses" and "Note 3—Financial Instruments and Fair Value Measurements" to the financial statements included in "Item 1—Consolidated Financial Statements" for additional information on Dotdash Meredith restructuring and impairment charges, respectively.
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, 2025.
As a result of certain industry-wide policy Google has made changes combined with increased enforcement ofto the policies under the Services Agreement and has also made industry-wide changes that have in prior periods, the Company discontinuedpast and could in the introductionfuture require modifications to, or prohibit and/or render obsolete certain of newour products, in 2021. Therefore, the current B2C revenue stream relates solelyservices and/or business practices, which have been and could be costly to the then existing installed base of products. As a result, theaddress or negatively impact revenue and profitshave had and in the future could have an adverse effect on our financial condition and results of the B2C business have declined significantly and the Company expects that trend to continue.operations.
See "Note 1—The Company and Summary of Significant Accounting Policies" to the financial statements included in "Item 1—Consolidated Financial Statements" for additional information on the Services Agreement with Google.

















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Results of Operations for the Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31, 2023
The following discussion should be read in conjunction with"Item 1—Consolidated Financial Statements."
Revenue
 Three Months Ended March 31,
 202420232024 Change
$ Change% Change
 (Dollars in thousands)
Dotdash Meredith
Digital$209,324 $184,797 $24,527 13%
Print185,900 207,016 (21,116)(10)%
Intersegment eliminations(4,684)(4,231)(453)(11)%
Total Dotdash Meredith390,540 387,582 2,958 1%
Angi Inc.
Domestic
Ads and Leads249,585 293,506 (43,921)(15)%
Services20,451 32,059 (11,608)(36)%
Total Domestic270,036 325,565 (55,529)(17)%
International35,354 29,932 5,422 18%
Total Angi Inc.305,390 355,497 (50,107)(14)%
Search108,473 152,475 (44,002)(29)%
Emerging & Other126,541 192,403 (65,862)(34)%
Intersegment eliminations(1,264)(3,686)2,422 66%
Total$929,680 $1,084,271 $(154,591)(14)%
Three Months Ended March 31,
202420232024 Change
Change% Change
Operating metrics:
Dotdash Meredith
Digital
Total Sessions (in millions)2,750 2,842 (92)(3)%
Core Sessions (in millions)2,273 2,102 171 %
Angi Inc.
Service Requests (in thousands)4,126 6,004(1,878)(31)%
Monetized Transactions (in thousands)5,511 6,451(940)(15)%
Transacting SPs (in thousands)192 206(14)(7)%
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Results of Operations for the three months ended March 31, 2023 compared to the three months ended March 31, 2022
Revenue
 Three Months Ended March 31,
 2023$ Change% Change2022
 (Dollars in thousands)
Dotdash Meredith
Digital$184,797 $(31,368)(15)%$216,165 
Print207,016 (82,962)(29)%289,978 
Intersegment eliminations(4,231)1,441 25%(5,672)
Total Dotdash Meredith387,582 (112,889)(23)%500,471 
Angi Inc.
Domestic
Ads and Leads293,506 (1,240)0%294,746 
Services32,059 (44,391)(58)%76,450 
Roofing38,372 1,685 5%36,687 
Domestic intersegment eliminations(1,462)215 13%(1,677)
Total Domestic362,475 (43,731)(11)%406,206 
International29,932 (21)0%29,953 
Total Angi Inc.392,407 (43,752)(10)%436,159 
Search152,475 (70,910)(32)%223,385 
Emerging & Other154,031 (12,963)(8)%166,994 
Intersegment eliminations(2,224)(560)(34)%(1,664)
Total$1,084,271 $(241,074)(18)%$1,325,345 

Dotdash Meredith revenue decreased 23%increased 1% to $387.6$390.5 million due primarily to decreasesan increase of $83.0$24.5 million, or 29%13%, from Print and $31.4Digital, partially offset by a decrease of $21.1 million, or 15%10%, from Digital. Print.
The decrease from Print was driven by restructuring activities in the first quarter of 2022, which included the discontinuation of several publications and the reduction in circulation of others. The decrease from Digital increase was due primarily to decreasesincreases of $25.3$21.1 million, or 18%19%, in Advertising Revenue, and $6.0$2.0 million, or 21%9%, in Licensing and Other Revenue and $1.5 million, or 3% in Performance Marketing Revenue. The decreaseincrease in Advertising Revenue was duedriven primarily to traffic declines to its sites compared to COVID-19 supported traffic levels in the prior year period, declinesby an increase in premium advertising sold through itsthe Dotdash Meredith sales team in the Beauty, Technology and lower rates acrossHealth and Pharmaceutical categories and higher programmatic channelsrevenue as a result of an 8% increase in Core Sessions. . The decreaseincrease in Licensing and Other Revenue was due primarily to lowerimproved performance from content syndication partners. The increase in Performance Marketing Revenue was due primarily to an increase in affiliate commerce commission revenue, sharepartially offset by a decrease in Performance Marketing revenue in the Finance category.
The Print decrease was due primarily to decreases of $7.6 million, or 9%, in subscription revenue, $6.0 million, or 18%, in newsstand revenue and $5.4 million, or 11%, in advertising revenue. The decreases in subscription revenue, newsstand revenue and advertising revenue are all due, in part, to a reduction in the number of issues sold in the current year compared to the prior year and the ongoing migration from syndication partner sites and lower licensing fees from retail partners.Print to Digital.
Angi Inc. revenue decreased 10%14% to $392.4$305.4 million driven by decreases of $43.9 million, or 15%, from Ads and Leads and $11.6 million, or 36%, from Services, partially offset by an increase of $5.4 million, or 18% from International.
The Ads and Leads decrease was due primarily to a decrease of $44.4$52.4 million, or 58%25%, from Services resulting from the change to netin consumer connection revenue, reporting as described above under "Services Revenue" and apartially offset by an increase of $10.0 million, or 15%, in advertising revenue. The decrease of $18.0 millionin consumer connection revenue was due primarily to declines in Monetized Transactions as a result of fewer Transacting SPs resulting from a reduction in unprofitable sales and changes to demand channels to increase lead quality to enhance the shift awayuser experience for both homeowners and service professionals and to improve profitability through greater matching efficiency and bidding optimization as evidenced by a higher ratio of Monetized Transactions per Service Request. The increase in advertising revenue was primarily driven by continued growth in sales.
The Services decrease was due primarily to lower Service Requests as a result of certain efforts described in Ads and Leads above. In addition, the decrease in revenue reflects the residual impact from complexcontracts entered into prior to January 1, 2023 and less profitablerecognized as gross revenue in the first quarter of 2023. Effective January 1, 2023, Angi Inc. modified the Services offerings.terms and conditions resulting in net revenue reporting.
The International increase was driven by a larger service professional network and higher revenue per service professional.
Search revenue decreased 32%29% to $152.5$108.5 million due to decreasesa decrease of $61.4$42.4 million, or 32%, from Ask Media Group and $9.5 million, or 32%,resulting from Desktop. The decrease from Ask Media Group was due to a reduction in marketing from affiliate partners driving fewer visitors to ad supported search and content websites. The decrease from Desktop was due primarily to the Google policy changes and the subsequent cessation of new products described above under "Services Agreement with Google (the "Services Agreement")."
Emerging & Other revenue decreased 8%34% to $154.0$126.5 million due primarily to the inclusion of Bluecrew$38.4 million in revenue from Roofing in the prior year period, which was sold on November 9, 2022,1, 2023, and a decrease of $22.6 million in revenue at($17.9 million in 2024 compared to $40.5 million in 2023) from Mosaic Group partially offset by growthdue to the sale of 5% and 51% at Care.com and Vivian Health, respectively, and increased revenue at IAC Films.its assets on February 15, 2024.
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Cost of revenue (exclusive of depreciation shown separately below)
Three Months Ended March 31,
2023$ Change% Change2022
(Dollars in thousands)Three Months Ended March 31,
202420232024 Change
$ Change$ Change% Change
(Dollars in thousands)
Cost of revenue (exclusive of depreciation shown separately below)Cost of revenue (exclusive of depreciation shown separately below)$342,084 $(191,520)(36)%$533,604 Cost of revenue (exclusive of depreciation shown separately below)$271,964 $$342,929 $$(70,965)(21)%(21)%
As a percentage of revenueAs a percentage of revenue32%40%
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Cost of revenue in 20232024 decreased from 20222023 due to decreases of $60.3$32.1 million from Emerging & Other, $23.1 million from Search, $59.8$11.3 million from Dotdash Meredith $57.0and $4.4 million from Angi Inc. and $14.5
The Emerging & Other decrease was due primarily to the inclusion in the prior year period of $25.1 million in expense from Roofing, which was sold on November 1, 2023, a decrease in expense of $3.1 million from Emerging & Other.Mosaic Group due to the sale of its assets on February 15, 2024, and a decrease in compensation expense of $2.9 million at Care.com due to a reduction in headcount.
The Search decrease was due primarily to a decrease in traffic acquisition costs of $58.4$23.8 million at Ask Media Group due primarily to a decrease in the proportion of revenue earned from affiliate partners who direct traffic to our websites.
The Dotdash Meredith decrease was due primarily to decreasesa decrease of $43.0$10.1 million from Print and $16.9 million from Digital. The decrease from Print was due primarily to a decrease of $27.7$11.9 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 theresulting from a reduction in circulation of others. Print was further impacted by a decrease of $11.9 millioncertain publications and decreases in compensation expense resulting from a voluntary retirement program in the first quarter of 2022paper costs and the reduction in force described above under "Dotdash Meredith Restructuring and Other Charges." The decrease from Digital was due primarily to a decrease of $7.2 million in traffic acquisition costs driven by lower revenue and a decrease of $5.9 million in compensation expense due to the reduction in force.freight surcharges.
The Angi Inc. decrease was due primarily to a decrease of $53.5$5.9 million from Services due primarily to a $47.7$5.3 million decrease in payments to third-party professional service providers primarily reflecting the residual impact from contracts entered into prior to January 1, 2023.
Selling and marketing expense
 Three Months Ended March 31,
 202420232024 Change
$ Change% Change
 (Dollars in thousands)
Selling and marketing expense$343,925 $403,297 $(59,372)(15)%
As a percentage of revenue37%37%
Selling and marketing expense in 2024 decreased from 2023 due to decreases of $42.6 million from Angi Inc., $14.5 million from Search and $13.5 million from Emerging & Other, partially offset by an increase of $9.1 million from Dotdash Meredith.
The Angi Inc. decrease was due primarily to a decrease of $25.7$40.3 million resulting from the changeAds and Leads due primarily to net revenue reporting effective January 1, 2023, described above. Additionally, paymentsdecreases of $31.9 million and $7.5 million in advertising expense and compensation expense, respectively. The decrease in advertising expense was due primarily to third-party professional service providers decreased asimproved efficiency. The decrease in compensation expense was due primarily to a resultreduction in headcount.
The Search decrease was due primarily to a decrease of the shift away from complex and less profitable Services offerings.$13.4 million in online marketing spend at Ask Media Group.
The Emerging & Other decrease was due primarily due to the inclusion in the prior year period of $13.4$6.8 million in expense from Bluecrew,Roofing, which was sold on November 9, 2022.
Selling1, 2023, and marketinga decrease in expense
 Three Months Ended March 31,
 2023$ Change% Change2022
 (Dollars in thousands)
Selling and marketing expense$404,141 $(84,322)(17)%$488,463 
As a percentage of revenue37%37%
Selling and marketing of $6.4 million from Mosaic Group. The decrease from Mosaic Group was due primarily to a decrease in advertising expense of $8.2 million, partially offset by an increase of $2.1 million in 2023 decreased from 2022severance expense including related payroll taxes, both due to decreases the sale of $54.2 million from Dotdash Meredith, $20.9 million from Angi Inc. and $11.5 million from Emerging & Other.its assets on February 15, 2024.
The Dotdash Meredith increase was due primarily to an increase of $11.7 million from Digital, partially offset by a decrease of $2.2 million from Print.
The Digital increase was due primarily to increases in online marketing spend and compensation expense of $6.8 million and $3.3 million, respectively. The increase in compensation expense was due primarily to an increase in headcount.
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The Print decrease was due primarily to decreasesa decrease of $37.5$4.0 million in subscription acquisition costs, and $12.4partially offset by an increase of $1.0 million in compensation expense from Print.expense. The decrease in subscription acquisition costs was driven by lower commission payments made to third-party agents tothat sell magazine subscriptions resulting from the discontinuation of several publications in the first quarter of 2022 and the reduction in circulation of others. The decrease in compensation expense was dueshift from print to a voluntary retirement program in the first quarter of 2022 and the reduction in force described above under "Dotdash Meredith Restructuring and Other Charges."
The Angi Inc. decrease was due primarily to decreases of $8.2 million from International, $6.1 million from Services and $4.4 million from Ads and Leads.
The International decrease was due primarily to a decrease of $8.9 million in advertising expense due primarily to decreases of $4.8 million and $4.4 million in television spend and online marketing spend, respectively.
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The Services decrease was due primarily to decreases of $4.3 million in professional fees, $3.4 million in compensation expense and $1.1 million in advertising expense, partially offset by an increase of $3.5 million in service guarantee expense. The decrease in professional fees was primarily due to decreases in consulting fees and outsourced personnel costs of $3.6 million due to lower phone-based sales wages primarily resulting from increased reliance on more profitable digital conversion channels and $1.3 million due to streamlined fulfillment operations driven, in part, by fewer complex services, respectively. The decrease in compensation expense was due primarily to lower headcount. The decrease in advertising expense was primarily due to a decrease in service professional marketing spend. The increase in service guarantee expense is due to the aforementioned change in contractual terms and conditions 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 Ads and Leads decrease was due primarily to decreases of $10.7 million in advertising expense and $1.7 million in consulting fees, partially offset by an increase of $7.6 million in compensation expense. The decrease in advertising expense was due primarily to a decrease of $11.4 million in online marketing spend. The decrease in consulting fees was due primarily to a decrease in marketing and branding consultancy fees.subscriptions. The increase in compensation expense was due primarily to increased sales commissions driven by sales growth and the immediate expensing of commissions for certain transactions beginning October 1, 2022, rather than recording commissions as an asset to be amortized over the duration of the related customer relationship period due to the average customer relationship being assessed as less than one year.
The Emerging & Other decrease was due primarily to decreases of $6.7 millionincrease in online marketing spend at Mosaic Group and $4.2 million in expense at Bluecrew, which was sold on November 9, 2022.severance expense.
General and administrative expense
Three Months Ended March 31,
2023$ Change% Change2022
(Dollars in thousands)Three Months Ended March 31,
202420232024 Change
$ Change$ Change% Change
(Dollars in thousands)
General and administrative expenseGeneral and administrative expense$269,526 $29,055 12%$240,471 General and administrative expense$212,669 $$273,076 $$(60,407)(22)%(22)%
As a percentage of revenueAs a percentage of revenue25%18%
General and administrative expense in 2024 decreased from 2023 increased from 2022 due primarily to increasesdecreases of $31.7$48.2 million from Dotdash Meredith and $5.6 million from Emerging & Other, partially offset by a decrease of $7.111.1 million from Angi Inc.
The Dotdash Meredith increasedecrease was due primarily to the inclusion in the first quarter of 2023 of an impairment charge at Other (unallocated corporate costs) of $44.7 million of an ROU asset related to unoccupied lease space recognizedand the inclusion in the first quarter of 2023, partially offset by2024 of a decrease$2.3 million gain recognized on the sale of an aircraft. See "$4.1 millionNote 2—Financial Instruments and Fair Value Measurements in restructuring costs ($0.2 million in 2023 compared to $4.3 million 2022) related to activities described above under "Dotdash Meredith Restructuring and Other Charges" and the inclusion in 2022 of $4.0 million in transaction-related costs related" to the acquisition of Meredith.
financial statements included in "The Emerging & Other increase was due primarily to an increase in expense of $3.3 million at IAC Films related to certain participation rights,Item 1—Consolidated Financial Statements" for additional information about the inclusion in the prior year period of a $3.2 million gain at Care.com related to the termination of a lease and an increase of $1.6 million in compensation expense at Vivian Health, partially offset by a decrease in expense of $2.0 million at Bluecrew, which was sold on November 9, 2022.impairment charge.
The Angi Inc. decrease was due primarily to a decreasedecreases of $6.7$7.4 million from Ads and Leads and $4.3 million from Services.
The Ads and Leads decrease was due primarily to decreases in compensation expense of $7.3$7.7 million and recruitment fees of $1.4 million, partially offset by an increase in the provision for credit losses and $3.0 million in legal-related expenses, partially offset by an impairment charge recognized in the first quarter of $3.12024 of $2.0 million of an ROU asset related to Angi Inc. reducing its real estate footprint. The decrease in the provision for credit losses was due primarily to lower revenue and improved collection rates.
The Services decrease was due primarily to a decrease of $3.7 million in compensation expense is due primarily to a $2.9 million decrease in stock-based compensation as a result of a reduction in headcount.

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Product development expense
Three Months Ended March 31,
2023$ Change% Change2022
(Dollars in thousands)Three Months Ended March 31,
202420232024 Change
$ Change$ Change% Change
(Dollars in thousands)
Product development expenseProduct development expense$88,338 $4,143 5%$84,195 Product development expense$86,999 $$84,787 $$2,212 3%3%
As a percentage of revenueAs a percentage of revenue8%6%
Product development expense in 20232024 increased from 2022 due to increases of $7.5 million from Angi Inc. and $2.6 million from Dotdash Meredith, partially offset by $6.1 million from Emerging & Other.
The Angi Inc. increase was2023 due primarily to an increase of $6.2$2.2 million from Ads and Leads due primarily to an increase in compensation expense of $6.8 million related primarily to increased spend on projects that did not meet capitalization requirements.Dotdash Meredith.
The Dotdash Meredith increase was due primarily to an increase of $2.9$2.8 million from Digital due primarily to an increase in compensation expense of $4.1 million related primarily to an increase in headcount and a decrease in compensation expense that qualified for capitalization.
The Emerging & Other decrease was due primarily to decreases in outsourced personnel costs of $3.6 million and compensation expense of $1.7 million at Care.com, and a decrease in expense of $2.6 million at Bluecrew, which was sold on November 9, 2022, partially offset by an increase in compensation expense of $2.4 million at Vivian Health. The decreases in outsourced personnel costs and compensation expense at Care.com was due primarily to costs incurred in 2022 to enhance product offerings and develop new products, and lower headcount, respectively. The increase in compensation expense at Vivian Health wasDigital due primarily to an increase in headcount.
Depreciation
 Three Months Ended March 31,
 2023$ Change% Change2022
 (Dollars in thousands)
Depreciation$61,172 $30,936 102%$30,236 
As a percentage of revenue6%2%
Depreciation increased in 2023 from 2022 due primarily to increases of $20.1 million at Dotdash Meredith and $11.4 million at Angi Inc. The increase at Dotdash Meredith was due primarily to the impairment of leasehold improvements and furniture and equipment of $25.3 million related to unoccupied leased space, partially offset by a decrease of $4.5 million in depreciation as a result of the reclassification 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. The increase at Angi Inc. was due primarily to capitalized software projects placed in service after the first quarter of 2022.
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Depreciation
 Three Months Ended March 31,
 202420232024 Change
$ Change% Change
 (Dollars in thousands)
Depreciation$36,573 $61,172 $(24,599)(40)%
As a percentage of revenue4%6%
Depreciation in 2024 decreased from 2023 due primarily to a decrease of $24.8 million at Dotdash Meredith due primarily to the inclusion of an impairment charge of $25.3 million recognized in the first quarter of 2023 related to leasehold improvements and furniture and equipment resulting from unoccupied leased space. See "Note 2—Financial Instruments and Fair Value Measurements" to the financial statements included in "Item 1—Consolidated Financial Statements" for additional information about the impairment charge.
Operating (loss) income
Three Months Ended March 31,
2023$ Change% Change2022
(Dollars in thousands)Three Months Ended March 31,
202420232024 Change
$ Change$ Change% Change
(Dollars in thousands)
Dotdash MeredithDotdash Meredith
Digital
Digital
DigitalDigital$(17,887)$(16,019)(857)%$(1,868)$(180)$$(17,887)$$17,707 99%99%
PrintPrint(5,756)32,579 85%(38,335)Print(5,121)(5,756)(5,756)635 635 11%11%
OtherOther(87,591)(71,549)(446)%(16,042)Other(15,528)(87,591)(87,591)72,063 72,063 82%82%
Total Dotdash MeredithTotal Dotdash Meredith(111,234)(54,989)(98)%(56,245)Total Dotdash Meredith(20,829)(111,234)(111,234)90,405 90,405 81%81%
Angi Inc.Angi Inc.
DomesticDomestic
Domestic
Domestic
Ads and Leads
Ads and Leads
Ads and LeadsAds and Leads13,480 (2,006)(13)%15,486 19,821 13,480 13,480 6,341 6,341 47%47%
ServicesServices(12,452)13,298 52%(25,750)Services(7,501)(12,452)(12,452)4,951 4,951 40%40%
Roofing411 6,561 NM(6,150)
OtherOther(14,939)(1,917)(15)%(13,022)Other(15,117)(14,939)(14,939)(178)(178)(1)%(1)%
Total DomesticTotal Domestic(13,500)15,936 54%(29,436)Total Domestic(2,797)(13,911)(13,911)11,114 11,114 80%80%
InternationalInternational3,030 7,551 NM(4,521)International5,513 3,030 3,030 2,483 2,483 82%82%
Total Angi Inc.Total Angi Inc.(10,470)23,487 69%(33,957)Total Angi Inc.2,716 (10,881)(10,881)13,597 13,597 NMNM
SearchSearch10,770 (14,309)(57)%25,079 Search4,356 10,770 10,770 (6,414)(6,414)(60)%(60)%
Emerging & OtherEmerging & Other11,445 16,489 NM(5,044)Emerging & Other(8,010)11,856 11,856 (19,866)(19,866)NMNM
CorporateCorporate(36,107)2,540 7%(38,647)Corporate(37,411)(36,107)(36,107)(1,304)(1,304)(4)%(4)%
TotalTotal$(135,596)$(26,782)(25)%$(108,814)Total$(59,178)$$(135,596)$$76,418 56%56%
As a percentage of revenueAs a percentage of revenue(13)%(8)%
As a percentage of revenue
As a percentage of revenue
_____________________
NM = Not meaningful
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Operating loss increased $26.8decreased $76.4 million, to a loss of $135.6 millionor 56%, due primarily to an increase of $30.9 million in depreciation and income of $0.6 million in 2022 related to an acquisition-related contingent consideration fair value adjustment, partially offset by decreases of $2.5 million in amortization of intangibles and $0.8 million in stock-based compensation expense and an increase in Adjusted EBITDA of $1.4$33.9 million, described below.below, and decreases of $24.6 million in depreciation and $17.9 million in amortization of intangibles. The increasedecrease in depreciation was due primarily to the impairment of leasehold improvements and furniture and equipment at Dotdash Meredith of $25.3 million related to unoccupied leasedlease space and an increaserecognized in expense at Angi Inc. primarily related to capitalized software projects placed in service after the first quarter of 2022, partially offset by a decrease in depreciation at Dotdash Meredith as a result of the reclassification 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. 2023. The decrease in the amortization of intangibles was due primarily to lower expense at Dotdash Meredith Print and Care.comAngi Inc. due in part to certain intangible assets becoming fully amortized, partially offset by an increase at Dotdash Meredith Digitalin expense as a result of the reclassificationa change in classification of certain acquired capitalized software from depreciable assets to intangible assets described above.
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 $153.6 million of goodwill at Mosaic Group. There is one indefinite-lived intangible asset attwo Dotdash Meredith Digital with a value of approximately $126.0 million for which the excess of fair value over carrying value is less than 20%trade name indefinite-lived intangible assets to definite-lived intangible assets, effective January 1, 2024.
At March 31, 2023,2024, there was $319.1$268.5 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 4.43.8 years.
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Adjusted EBITDA
Three Months Ended March 31,
2023$ Change% Change2022
(Dollars in thousands)Three Months Ended March 31,
202420232024 Change
$ Change$ Change% Change
(Dollars in thousands)
Dotdash MeredithDotdash Meredith
Digital
Digital
DigitalDigital$24,403 $(10,397)(30)%$34,800 $36,959 $$24,403 $$12,556 51%51%
PrintPrint11,334 21,814 NM(10,480)Print2,947 11,334 11,334 (8,387)(8,387)(74)%(74)%
OtherOther(58,854)(43,068)(273)%(15,786)Other(9,664)(58,854)(58,854)49,190 49,190 84%84%
Total Dotdash MeredithTotal Dotdash Meredith(23,117)(31,651)NM8,534 Total Dotdash Meredith30,242 (23,117)(23,117)53,359 53,359 NMNM
Angi Inc.Angi Inc.
DomesticDomestic
Domestic
Domestic
Ads and Leads
Ads and Leads
Ads and LeadsAds and Leads39,851 5,526 16%34,325 41,221 39,851 39,851 1,370 1,370 3%3%
ServicesServices(2,168)16,399 88%(18,567)Services10 (2,168)(2,168)2,178 2,178 NMNM
Roofing821 5,847 NM(5,026)
OtherOther(12,354)(1,904)(18)%(10,450)Other(11,921)(12,354)(12,354)433 433 4%4%
Total DomesticTotal Domestic26,150 25,868 9,230%282 Total Domestic29,310 25,329 25,329 3,981 3,981 16%16%
InternationalInternational4,354 7,805 NM(3,451)International6,652 4,354 4,354 2,298 2,298 53%53%
Total Angi Inc.Total Angi Inc.30,504 33,673 NM(3,169)Total Angi Inc.35,962 29,683 29,683 6,279 6,279 21%21%
SearchSearch10,791 (14,309)(57)%25,100 Search4,377 10,791 10,791 (6,414)(6,414)(59)%(59)%
Emerging & OtherEmerging & Other14,778 13,862 1,513%916 Emerging & Other(4,206)15,599 15,599 (19,805)(19,805)NMNM
CorporateCorporate(23,833)(139)(1)%(23,694)Corporate(23,345)(23,833)(23,833)488 488 2%2%
TotalTotal$9,123 $1,436 19%$7,687 Total$43,030 $$9,123 $$33,907 372%372%
As a percentage of revenueAs a percentage of revenue1%1%
As a percentage of revenue
As a percentage of revenue
For a reconciliation of net earnings (loss) attributable to IAC shareholders to operating loss to Adjusted EBITDA, see "Principles of Financial Reporting." For a reconciliation of operating loss(loss) income to Adjusted EBITDA for the Company's reportable segments, see "Note 6—5—Segment Information" to the financial statements included in "Item 1—Consolidated Financial Statements."
Dotdash Meredith Adjusted EBITDA decreased $31.7increased $53.4 million to $30.2 million from a loss of $23.1 million due to an increasea decrease in Adjusted EBITDA losses of $43.1$49.2 million from Other (unallocated corporate costs) and an increase in Adjusted EBITDA of $12.6 million from Digital, partially offset by a decrease in Adjusted EBITDA of $10.4 million from Digital, partially offset by an increase in Adjusted EBITDA of $21.8$8.4 million from Print.
The Other (unallocated corporate costs) Adjusted EBITDA loss increasedecrease was due primarily to the inclusion in the first quarter of 2023 of an impairment charge of $44.7 million of an ROU asset related to unoccupied lease space recognizedand the inclusion in the first quarter of 2023.2024 of a $2.3 million gain recognized on the sale of an aircraft.
The Digital Adjusted EBITDA decrease was due primarily to lower revenue and an increase in product development expense described above, partially offset by the inclusion in 2022 of $5.8 million of restructuring charges and transaction-related expenses.
The Print Adjusted EBITDA increase was due primarily to a decrease inhigher revenue and continued operating costs and expenses driven by the inclusion in 2022 of $16.4 million of restructuring charges and transaction-related expenses.
See "Note 2—Dotdash Meredith Restructuring Charges and Transaction-Related Expenses" to the financial statements included in "Item 1—Consolidated Financial Statements" for additional information on Dotdash Meredith restructuring charges.leverage.
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The Print Adjusted EBITDA decrease was due primarily to revenue declines, partially offset by lower operating expenses.
Angi Inc. Adjusted EBITDA increased $33.7$6.3 million to $30.5 million from a loss of $3.2$36.0 million due to decreases in Adjusted EBITDA losses of $16.4 million from Services, $5.8 million from Roofing and $7.8 million from International and an increaseincreases in Adjusted EBITDA of $5.5$2.3 million from International, $2.2 million from Services and $1.4 million from Ads and Leads, partially offset by increasedLeads.
The International Adjusted EBITDA losses of $1.9 million from Other (unallocated corporate costs).increase was due primarily to an increase in revenue.
The Services Adjusted EBITDA loss decreaseincrease 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 exiting complex services and less profitable Services offerings.
The Roofing Adjusted EBITDA loss decrease was due primarily to higher revenue and margin optimization efforts (both labor and material efficiencies).
The International Adjusted EBITDA loss decrease was due primarily to lower selling and marketing expense, described above.
The Ads and Leads Adjusted EBITDA increase was due primarily to lower selling and marketing expense due to improved marketing efficiency and lower general and administrative expense due to decreases in the provision for credit losses and legal-related expenses, partially offset by lower compensation expenserevenue and other operating expenses.
an The Other (unallocated corporate costs) Adjusted EBITDA loss increase was due primarilyimpairment charge recognized in the first quarter of 2024 of $2.0 million of an ROU asset related to an increase in lease expense due to the repurposing ofAngi Inc. reducing its real estate for general and administrative functions in 2022.footprint.
Search Adjusted EBITDA decreased 57%59% to $10.8$4.4 million due primarily to lower revenue.revenue, partially offset by lower traffic acquisition costs and selling and marketing expense.
Emerging & Other Adjusted EBITDA increased $13.9decreased $19.8 million to $14.8a loss of $4.2 million due primarily to higher profits at Care.com$16.5 million in severance expense and Mosaic Group andtransaction-related costs related to the sale of Bluecrew, which had losses in the prior year period, partially offset by higher losses at IAC Films, Vivian Health, Newcoassets of Mosaic Group on February 15, 2024 and Daily Beast.lower profits from Care.com.
Interest expense
 Three Months Ended March 31,
 2023$ Change% Change2022
 (Dollars in thousands)
Interest expense$38,172 $16,260 74%$21,912 
 Three Months Ended March 31,
 202420232024 Change
$ Change% Change
 (Dollars in thousands)
Interest expense$(39,718)$(38,172)$(1,546)4%
Interest expense in 20232024 increased from 20222023 due primarily to an increase in interest rates from 8.77% and 6.94% at March 31, 2023 to 9.43% and 7.68% at March 31, 2024 on the Dotdash Meredith Term Loans.Loan B and Dotdash Meredith Term Loan A, respectively.
Unrealized gain (loss) on investment in MGM Resorts International ("MGM")
 Three Months Ended March 31,
 2023$ Change% Change2022
 (Dollars in thousands)
Unrealized gain (loss) on investment in MGM Resorts International$704,840 $892,170 NM$(187,330)
 Three Months Ended March 31,
 202420232024 Change
$ Change% Change
 (Dollars in thousands)
Unrealized gain on investment in MGM Resorts International$163,751 $704,840 $(541,089)(77)%
During the fourth quarter of 2023, due to MGM's ongoing share repurchase program, which increased the Company's ownership interest passively, the Company determined that the equity method of accounting applied and elected to account for its investment in MGM pursuant to the fair value option. Prior to the fourth quarter of 2023, the Company's investment in MGM was accounted for as an equity security with a readily determinable fair value, with changes in fair value recognized through income each period. Since the Company has always marked its investment in MGM to fair value through income each period the election of the fair value option results in no change to the historical accounting for this investment.
For the three months ended March 31, 2024 and 2023, the Company recognized unrealized pre-tax gains of $163.8 million and $704.8 million, respectively, on its investment in MGM and were due to changes in the stock price of MGM's common stock as reported on the New York Stock Exchange. Based on the number of MGM common shares outstanding at March 31, 2024, the Company owns approximately 20.6% of MGM.
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The Company's investment in MGM isOther income, net
 Three Months Ended March 31,
 20242023
 (Dollars in thousands)
Net realized gain (loss) on sales of businesses, investments and upward (downward) adjustments to the carrying value of equity securities without readily determinable fair values(a)
$25,941 $(1,301)
Interest income21,597 16,930 
Unrealized (decrease) increase in the estimated fair value of a warrant(10,232)5,940 
Foreign exchange (losses) gains, net(1,741)509 
Unrealized loss related to marketable equity securities— (1,150)
Other(760)2,821 
Other income, net$34,805 $23,749 
$ Change$11,056 
% Change47 %
_____________________
(a)     Includes a pre-tax gain of $29.2 million on the sale of assets of Mosaic Group (within Emerging & Other), which was accounted for as a marketable equity security and the unrealized pre-tax gain and losssale of $704.8 million and $187.3 milliona business, in the three months ended March 31, 2023 and 2022, respectively, were due to changes in the price of MGM as reported on the New York Stock Exchange. As of March 31, 2023, the Company owns approximately 64.7 million shares in MGM.
Other income, net
 Three Months Ended March 31,
 20232022
 (Dollars in thousands)
Interest income$16,930 $698 
Unrealized increase in the estimated fair value of a warrant5,940 7,985 
Unrealized (loss) gain related to marketable equity securities(1,150)34,352 
Net periodic pension benefit costs, other than the service cost component (a)
(674)(35,359)
Other2,703 (977)
Other income, net$23,749 $6,699 
$ Change$17,050 
% Change255 %
_____________________
(a)     Includes pre-tax actuarial losses of $0.2 million for the three months ended March 31, 2023 related to the pension plans in the U.S. and $37.5 million for the three months ended March 31, 2022 related to the funded pension plans in the U.K. and U.S. See "Note 7—Pension and Postretirement Benefit Plans" to the financial statements included in "Item 1. Consolidated Financial Statements" for additional information.2024.

Income tax (provision) benefitprovision
Three Months Ended March 31,
2023$ Change% Change2022
(Dollars in thousands)Three Months Ended March 31,
Income tax (provision) benefit$(139,502)$(209,966)NM$70,464 
202420232024 Change
$ Change$ Change% Change
(Dollars in thousands)
Income tax provisionIncome tax provision$(54,688)$(139,502)$84,814 61%
Effective income tax rateEffective income tax rate25%23%
For further details of income tax matters, see "Note 87—Income Taxes" to the financial statements included in "Item 1. Consolidated Financial Statements."
In 2023,2024, the effective income tax rate is higher than the statutory rate of 21% due primarily to state taxes andthe nondeductible portion of the goodwill in the sale of Mosaic Group, nondeductible compensation expense, and state taxes, partially offset by research credits.credits and the realization of a capital loss.
In 2022,2023, the effective income tax rate is higher than the statutory rate of 21% due primarily to state taxes and excess tax benefits generated by the exercise and vesting of stock-based awards,nondeductible compensation expense, partially offset by nondeductible stock-based compensation expense.research credits.
Net loss attributable to noncontrolling interests
 Three Months Ended March 31,
 2023$ Change% Change2022
 (Dollars in thousands)
Net loss attributable to noncontrolling interests$2,456 $(2,639)(52)%$5,095 
 Three Months Ended March 31,
 202420232024 Change
$ Change% Change
 (Dollars in thousands)
Net loss attributable to noncontrolling interests$59 $2,456 $(2,397)(98)%
Net loss attributable to noncontrolling interests in 20232024 and 20222023 primarily represents the publicly-held interest in Angi Inc.'s 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 considered our primary segment measure of profitability and one of the primary metrics by which we evaluate the performance of our businesses and our internal budgets are based and may also 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.arrangements, if applicable. 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 earnings (loss) attributable to IAC shareholders to operating loss to Adjusted EBITDA:
Three Months Ended March 31,
20232022
(In thousands)Three Months Ended March 31,
Net earnings (loss) attributable to IAC shareholders$417,775 $(235,798)
20242023
(In thousands)
Net earnings attributable to IAC shareholders
Add back:Add back:
Net loss attributable to noncontrolling interestsNet loss attributable to noncontrolling interests(2,456)(5,095)
Income tax provision (benefit)139,502 (70,464)
Net loss attributable to noncontrolling interests
Net loss attributable to noncontrolling interests
Income tax provision
Other income, netOther income, net(23,749)(6,699)
Unrealized (gain) loss on investment in MGM Resorts International(704,840)187,330 
Unrealized gain on investment in MGM Resorts International
Interest expenseInterest expense38,172 21,912 
Operating lossOperating loss(135,596)(108,814)
Add back:Add back:
Stock-based compensation expenseStock-based compensation expense28,941 29,687 
Stock-based compensation expense
Stock-based compensation expense
DepreciationDepreciation61,172 30,236 
Amortization of intangiblesAmortization of intangibles54,606 57,190 
Acquisition-related contingent consideration fair value adjustments— (612)
Adjusted EBITDAAdjusted EBITDA$9,123 $7,687 
Adjusted EBITDA
Adjusted EBITDA
For a reconciliation of operating loss(loss) income to Adjusted EBITDA for the Company's reportable segments, see "Note 6—5—Segment Information" to the financial statements included in "Item 1—Consolidated Financial Statements."
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.
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Depreciation is a non-cash expense relating to our capitalized software, buildings, 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, trade names, content, service professional relationships, customer lists and user base, service professional relationships 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 liabilities for the portion of the purchase price of acquisitions, if applicable, that is contingent consideration liabilitiesupon the financial performance and/or operating targets of the acquired company at fair value.value that are recognized in "General and administrative expense" in the statement of operations. 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
March 31, 2024March 31, 2024December 31, 2023
(In thousands)(In thousands)
Angi Inc. cash and cash equivalents:
United States
United States
United States
All other countries
March 31, 2023December 31, 2022
Total Angi Inc. cash and cash equivalents
(In thousands)
Angi Inc. cash and cash equivalents and marketable debt securities:
United States$304,521 $311,422 
All other countries10,439 9,733 
Total cash and cash equivalents314,960 321,155 
Marketable debt securities (United States)12,495 — 
Total Angi Inc. cash and cash equivalents and marketable debt securities327,455 321,155 
Total Angi Inc. cash and cash equivalents
Total Angi Inc. cash and cash equivalents
Dotdash Meredith cash and cash equivalents:Dotdash Meredith cash and cash equivalents:
Dotdash Meredith cash and cash equivalents:
Dotdash Meredith cash and cash equivalents:
United States
United States
United StatesUnited States262,498 109,000 
All other countriesAll other countries13,321 14,866 
Total Dotdash Meredith cash and cash equivalentsTotal Dotdash Meredith cash and cash equivalents275,819 123,866 
IAC (excluding Dotdash Meredith and Angi Inc.) cash and cash equivalents and marketable securities:
IAC (excluding Angi Inc. and Dotdash Meredith) cash and cash equivalents and marketable securities:
IAC (excluding Angi Inc. and Dotdash Meredith) cash and cash equivalents and marketable securities:
IAC (excluding Angi Inc. and Dotdash Meredith) cash and cash equivalents and marketable securities:
United States
United States
United StatesUnited States780,690 939,168 
All other countriesAll other countries27,367 33,201 
Total cash and cash equivalentsTotal cash and cash equivalents808,057 972,369 
Marketable securities (United States)Marketable securities (United States)189,643 239,373 
Total IAC (excluding Dotdash Meredith and Angi Inc.) cash and cash equivalents and marketable securities997,700 1,211,742 
Total IAC (excluding Angi Inc. and Dotdash Meredith) cash and cash equivalents and marketable securities
Total cash and cash equivalents and marketable securitiesTotal cash and cash equivalents and marketable securities$1,600,974 $1,656,763 
Total cash and cash equivalents and marketable securities
Total cash and cash equivalents and marketable securities
Dotdash Meredith Debt:Dotdash Meredith Debt:
Dotdash Meredith Term Loan A
Dotdash Meredith Term Loan A
Dotdash Meredith Term Loan ADotdash Meredith Term Loan A$328,125 $332,500 
Dotdash Meredith Term Loan BDotdash Meredith Term Loan B1,234,375 1,237,500 
Total Dotdash Meredith long-term debtTotal Dotdash Meredith long-term debt1,562,500 1,570,000 
Less: current portion of Dotdash Meredith long-term debtLess: current portion of Dotdash Meredith long-term debt30,000 30,000 
Less: original issue discountLess: original issue discount5,100 5,310 
Less: unamortized debt issuance costsLess: unamortized debt issuance costs9,762 10,215 
Total Dotdash Meredith long-term debt, netTotal Dotdash Meredith long-term debt, net1,517,638 1,524,475 
ANGI Group Debt:ANGI Group Debt:
ANGI Group Debt:
ANGI Group Debt:
ANGI Group Senior Notes
ANGI Group Senior Notes
ANGI Group Senior NotesANGI Group Senior Notes500,000 500,000 
Less: unamortized debt issuance costsLess: unamortized debt issuance costs4,531 4,716 
Total ANGI Group long-term debt, netTotal ANGI Group long-term debt, net495,469 495,284 
Total long-term debt, netTotal long-term debt, net$2,013,107 $2,019,759 
Total long-term debt, net
Total long-term debt, net
The Company's international cash can be repatriated without significant tax consequences.
For a detailed description of interest rate swaps and long-term debt, see "Note 4—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."
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Cash Flow Information
In summary, IAC's cash flows are as follows:
Three Months Ended March 31, Three Months Ended March 31,
20232022 20242023
(In thousands)
(In thousands)(In thousands)
Net cash provided by (used in):Net cash provided by (used in):
Operating activities
Operating activities
Operating activitiesOperating activities$25,167 $12,902 
Investing activitiesInvesting activities$51,974 $(231,589)
Financing activitiesFinancing activities$(95,975)$(27,482)
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 (gains) lossesgain on the investment in MGM, deferred income taxes, depreciation, non-cash lease expense (including ROU impairments), amortization of intangibles, pension and postretirement benefitstock-based compensation expense, net (gains) losses (gains) on sales of businesses and investments in equity securities, stock-based compensation expense, provision for credit losses and unrealized increasedecrease (increase) in the estimated fair value of a warrant.
2024
Adjustments to net earnings consist primarily of an unrealized gain on the investment in MGM of $163.8 million and net gains on sales of businesses and investments in equity securities of $25.9 million primarily related to the sale of assets at Mosaic Group in February 2024, partially offset by deferred taxes of $45.0 million, amortization of intangibles of $36.7 million, depreciation of $36.6 million, stock-based compensation expense of $28.9 million, provision of credit losses of $16.1 million, non-cash lease expense of $14.8 million and an unrealized decrease in the estimated fair value of a warrant of $10.2 million. The increase from changes in working capital include a decrease in accounts receivable of $56.1 million, a decrease in other assets of $44.5 million, an increase in deferred revenue of $17.9 million and an increase in income taxes payable and receivable of $8.8 million, partially offset by decreases in accounts payable and other liabilities of $89.5 million and operating lease liabilities of $17.3 million. The decrease in accounts receivable is due primarily to a decrease in revenue in the first quarter of 2024 relative to the fourth quarter of 2023 at Dotdash Meredith and a decrease at Mosaic Group due to cash receipts prior to the sale of its assets, partially offset by an increase at Angi Inc., due primarily to timing of cash receipts. The decrease in other assets is due primarily to receipt of pre-acquisition income tax refunds at Dotdash Meredith, payment received related to insurance coverage for previously incurred legal fees at Angi Inc. and a decrease in prepaid hosting services at Angi Inc., Dotdash Meredith and Corporate. The increase in deferred revenue is due primarily to timing of annual subscription renewals at Care.com. The increase in income taxes payable and receivable is due to income tax accruals in excess of payments, primarily due to the sale of assets of Mosaic Group. The decrease in accounts payable and other liabilities is due primarily to decreases in accrued employee compensation, due primarily to payment of 2023 bonuses in 2024 and a decrease in accrued payroll due to timing of payments, and accrued traffic acquisition costs and related payables at Search and Dotdash Meredith. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion.
Net cash provided by investing activities includes net proceeds from the sales of businesses and investments of $159.7 million, including $155 million from the sale of assets of Mosaic Group, maturities of marketable debt securities of $137.5 million and net proceeds from the sales of assets of $12.7 million, principally from the sale of an aircraft at Dotdash Meredith, partially offset by $123.1 million for the purchases of marketable debt securities and capital expenditures of $15.7 million primarily related to investments of $12.7 million in capitalized software at Angi Inc. to support its products and services.
Net cash used in financing activities includes withholding taxes paid on behalf of IAC employees, excluding Angi Inc., for stock-based awards that were net settled of $8.2 million, principal payments on Dotdash Meredith Term Loan A and Dotdash Meredith Term Loan B of $7.5 million, the repurchase of 2.9 million shares of Angi Inc. Class A common stock, on a settlement date basis, for $6.9 million at an average price of $2.37 per share and withholding taxes paid on behalf of Angi Inc. employees for stock-based awards that were net settled of $3.2 million.
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2023
Adjustments to net earnings consist primarily of an unrealized gain on the investment in MGM of $704.8 million and an unrealized increase in the estimated fair value of a warrant of $5.9 million, partially offset by deferred taxes of $127.2 million, depreciation of $61.2 million, non-cash lease expense of $58.7 million, amortization of intangibles of $54.6 million, stock-based compensation expense of $28.9 million, provision of credit losses of $24.8 million and net losses on sales of businessesbusiness and investments in equity securities of $2.5 million. The decrease from changes in working capital include decreases in accounts payable and other liabilities of $107.4 million and operating lease liabilities of $19.7 million, partially offset by a decrease in accounts receivable of $43.0 million, a decrease in other assets of $27.0 million and an increase in deferred revenue of $15.4 million. The decrease in accounts payable and other liabilities is due primarily to a decreases in (i) accrued employee compensation, due primarily to payment of 2022 bonuses in 2023, a decrease in accrued payroll due to timing of payments and restructuring related severance payments at Dotdash Meredith, and (ii) decreases in accounts payable at Dotdash Meredith, due primarily to a decrease in spend in the first quarter of 2023 relative to the fourth quarter of 2022 and timing of payments, and at Care.com, due primarily to timing of payments. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The decrease in accounts receivable is due primarily to a decrease in revenue in the first quarter of 2023 relative to the fourth quarter of 2022 at Dotdash Meredith, partially offset by an increase at Angi Inc., due primarily to timing of cash receipts for credit card transactions. The decrease in other assets is due, in part, to a decrease in prepaid hosting services at Angi Inc., Dotdash Meredith and Corporate. The increase in deferred revenue is due primarily to timing of annual subscription renewals at Care.com.
Net cash provided by investing activities includes maturities of marketable debt securities of $137.5 million and net proceeds from the sales of assets of $29.4 million, including $28.9 million related to the sale of a building at Dotdash Meredith, partially offset by $98.5 million for the purchases of marketable debt securities and capital expenditures of $21.9 million primarily related to investments of $11.3 million in capitalized software at Angi Inc. to support its products and services and payment of $8.1 million related to the acquisition of the formerly leased land under IAC's New York City headquarters building. The purchase of the land was completed in April 2023.
Net cash used in financing activities includes the repurchase of 1.7 million shares of IAC common stock, on a settlement date basis, for $84.7 million at an average price of $51.16 per share, principal payments on Dotdash Meredith Term Loan A and Dotdash Meredith Term Loan B of $7.5 million, withholding taxes paid on behalf of IAC employees, excluding Angi Inc., for stock-based awards that were net settled of $2.2 million and withholding taxes paid on behalf of Angi Inc. employees for stock-based awards that were net settled of $1.4 million.
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2022
Adjustments to net loss consist primarily of an unrealized loss on the investment in MGM of $187.3 million, amortization of intangibles of $57.2 million, pension and postretirement benefit expense of $36.3 million, depreciation of $30.2 million, stock-based compensation expense of $29.7 million, provision of credit losses of $23.3 million and non-cash lease expense of $13.7 million, partially offset by deferred taxes of $76.9 million, net gains on investments in equity securities of $35.9 million and an unrealized increase in the estimated fair value of a warrant of $8.0 million. The decrease from changes in working capital include decreases in accounts payable and other liabilities of $82.6 million and operating lease liabilities of $17.2 million, partially offset by a decrease in accounts receivable of $75.6 million and an increase in deferred revenue of $11.3 million. The decrease in accounts payable and other liabilities is due primarily to a decrease in accrued employee compensation due, in part, to payment of 2021 bonuses in 2022 and payment of commissions, partially offset by an increase in restructuring charges at Dotdash Meredith, and a decrease in accrued traffic acquisition costs at Search. The decrease in operating lease liabilities is due to cash payments on leases net of interest accretion. The decrease in accounts receivable is due primarily to a decrease in revenue in the first quarter of 2022 relative to the fourth quarter of 2021 at Dotdash Meredith and Search, partially offset by revenue growth at Angi Inc., primarily attributable to Angi Services. The increase in deferred revenue is due primarily to timing of annual subscription renewals at Care.com.
Net cash used in investing activities includes $202.5 million for the purchase of an additional 4.5 million shares of MGM and capital expenditures of $30.5 million primarily related to investments in capitalized software at Angi Inc. to support its products and services.
Net cash used in financing activities includes withholding taxes paid on behalf of IAC employees, excluding Angi Inc., for stock-based awards that were net settled of $14.9 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, principal payments on Dotdash Meredith Term Loan A and Dotdash Meredith Term Loan B of $7.5 million and withholding taxes paid on behalf of Angi Inc. employees for stock-based awards that were net settled of $1.3 million.
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 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 April 2023.
For a detailed description of long-term debt and interest rate swaps, see "Note 1—The Company and Summary of Significant Accounting Policies" and "Note 4—Long-term Debt" to the financial statements included in "Item 1—Consolidated Financial Statements."
Investment in MGM
At March 31, 2023,2024, the Company owns 64.7 million common shares of MGM. Based on the number of MGM including 4.5 millioncommon shares purchased inoutstanding at March 31, 2024, the first quarter of 2022 for $202.5 million, representing a 17.6%Company owns 20.6% ownership.f MGM.
Investment in Turo
In April 2023, the Company purchased additional shares of Turo for $103.6 million. Following the purchase,At March 31, 2024, IAC's aggregate percentage ownership in Turo is approximately 31%.29%, on an as-converted basis. The Company has a warrant in Turo that expires on July 23, 2024 and has the option to gross or net settle the instrument. The Company is currently assessing its options and, if gross settled, the Company expects to use approximately $200 million in cash.
Share Repurchase Authorizations and Activity
At May 3, 2024, IAC had 3.7 million shares remaining in its share repurchase authorization.
During the three months ended March 31, 2024, Angi repurchased 2.8 million shares of its Class A common stock, on a trade date basis, at an average price of $2.37 per share, or $6.7 million in aggregate. During the fourth quarter of 2023, IACAngi Inc. announced its intent to utilize the remaining 14.0 million shares in its stock repurchase authorization. From April 1, 2024 through May 3, 2024, Angi Inc. repurchased 1.8an additional 3.1 million shares of its common stock, on a trade date basis, at an average price of $51.16$2.22 per share, or $90.9 million in aggregate. From April 1, 2023 through May 5, 2023, IAC repurchased an additional 1.3 million shares of its common stock, on a trade date basis, at an average price of $50.47 per share, or $67.2$6.8 million in aggregate. At May 5, 2023, IAC has 3.83, 2024, Angi Inc. had 4.7 million shares remaining in its share repurchase authorization.
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At May 5, 2023 Angi Inc. has 15.0 million shares remaining in its share repurchase authorization.
IAC and Angi Inc. may purchase their shares and debt instrumentspursuant 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, price and future outlook.
Outstanding Stock-based AwardsContractual Obligations
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 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.
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 and (ii) the aggregate fair value (based on stock prices as of May 5, 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 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 outstandingEstimated withholding taxes payable on vested shares and shares that will vest by March 31, 2024Estimated withholding taxes payable on shares that will vest after March 31, 2024Estimated IAC shares to be issued
(In thousands)
IAC
Stock settled stock appreciation rights denominated in shares of certain non-publicly traded IAC subsidiaries other than Angi Inc. subsidiaries (a)
$27,921 $11,568 $2,392 263 
IAC denominated stock options (b)
108,721 54,360 — 1,024 
IAC RSUs (c)
91,943 2,658 42,136 888 
IAC restricted stock (d)
— — — — 
Total IAC outstanding employee stock-based awards228,585 68,586 44,528 2,175 
Angi Inc.
Angi Inc. RSUs61,800 7,586 22,801 
Angi Inc. stock appreciation rights— — — See footnote (f) below
Other Angi Inc. equity awards (a)(e)
46 23 — See footnote (f) below
Total Angi Inc. outstanding employee stock-based awards61,846 7,609 22,801 
Total outstanding employee stock-based awards$290,431 $76,195 $67,329 
_____________________
(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.
(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 to pay its share of the withholding tax, which he or she may do by selling IAC common shares. Assuming all IAC stock options outstanding on May 5, 2023 were settled on a gross basis (i.e., through the issuance of a number of IAC common shares equal to the number of stock options exercised) the Company would have issued2.8 million common shares and would have received $39.2 million in cash proceeds.
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(c)    Approximately 70% of the estimated withholding taxes payable on RSUs, which vest afterAt March 31, 2024, is related to awards that are scheduled to cliff vest in 2025, the five-year anniversary of the grant 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 continued employment through the vesting date. The IAC stock price is currently below the minimum price threshold to earn the award.
(e)    Includes Angi Inc. stock options 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 March 2023, the Company entered into an agreement to acquire the formerly leased land under its New York City headquarters building, which purchase was completed in April 2023 for a total purchase price of approximately $80.0 million, including $8.1 million paid in March 2023. At March 31, 2023, there have been no other material changes to the Company's contractual obligations since the disclosures for the year ended December 31, 2022,2023, included in the Company's Annual Report on Form 10-K.
Capital Expenditures
The Company anticipates that it will need to make capital expenditures in connection with the development and expansion of its operations. The Company's 20232024 capital expenditures are expected to be higherlower than its 20222023 capital expenditures of $139.8$141.4 million by approximately 5%40% to 10%50%, due primarily to the acquisition of the formerly leased land described above,under IAC's New York City headquarters building in 2023, partially offset by lower capital expendituresan increase related to the development of capitalized software at Angi Inc. and Care.com.
Liquidity Assessment
On a consolidated basis, the Company generated positive cash flows from operating activities of $25.2$64.1 million for the three months ended March 31, 2023;2024; excluding the positive cash flows from operating activities of $19.1$56.2 million and $22.3 million generated by Dotdash Meredith and Angi Inc. and, respectively, the Company generated negative cash flows from operating activities of $5.8 million generated by Dotdash Meredith, the Company generated positive cash flows from operating activities of $11.9$14.4 million.
At March 31, 2023,2024, the Company's consolidated cash, cash equivalents and marketable securities, excluding MGM, were $1.6 billion, of which $327.5$363.3 million and $275.8$268.7 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., and $500.0 million, which is a liability of ANGI Group, a subsidiary of Angi Inc. The 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 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; thisAgreement. This ratio was exceeded for the test period ended March 31, 2023.2024. The Dotdash Meredith Credit Agreement also permits the CompanyIAC 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 months ended March 2023, the Company31, 2024, IAC contributed $135.0$55 million to Dotdash Meredith, which Dotdash Meredith subsequently distributed back to the CompanyIAC in April 2024. In addition, Dotdash Meredith distributed $105 million back to IAC in January 2024 related to the Company's contribution in December 2023. 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.
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The Company believes Angi Inc.'s and Dotdash Meredith's existing cash, 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 acquisitions and 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 additional financing.
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Item 3. Quantitative and Qualitative Disclosures aboutAbout Market Risk
Equity Price Risk
At March 31, 2023,2024, the Company owns approximately 64.7 million common shares of MGM. During the fourth quarter of 2023, due to MGM's ongoing share repurchase program, which increased the Company's ownership interest passively, the Company determined that the equity method of accounting applied and elected to account for its investment in MGM pursuant to the fair value option. Prior to the fourth quarter of 2023, the Company's investment in MGM was accounted for as an equity security with a readily determinable fair value, with changes in fair value recognized through income each period. Since the Company has always marked its investment in MGM to fair value through income each period the election of the fair value option results in no change from its historical accounting for this investment. For the three months ended March 31, 20232024 and 2022,2023, the Company recordedrecognized an unrealized pre-tax gain and loss of $704.8$163.8 million and $187.3$704.8 million, respectively, on its investment in MGM.
The cumulative unrealized net pre-tax gain through March 31, 20232024 is $1.6$1.8 billion. At March 31, 20232024 and December 31, 2022,2023, the carrying value of the Company's investment in MGM, which includes the cumulative unrealized pre-tax gains, was $2.9$3.1 billion and $2.2$2.9 billion, or approximately 27%29% and 21%28% of the Company's consolidated total assets, respectively. 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 May 5, 2023,3, 2024, the carryingfair value of the Company's investment in MGM was $2.8$2.66 billion. The Company's results of operations and financial condition have in the past been and may 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.
Interest Rate Risk
At March 31, 2023,2024, the principal amount of the Company's outstanding debt totals $2.1$2.03 billion, of which $1.6$1.53 billion is the Dotdash Meredith Term Loans, which bear interest at a variable rate, and $500.0$500 million is the ANGI Group Senior Notes, which bear interest at a fixed rate.
During the three months endedIn March 31, 2023, Adjusted Term SOFR for the Dotdash Meredith Term Loans increased an average of approximately 65 basis points relative to December 31, 2022. As a result of the increase in Adjusted Term SOFR during the three months ended March 31, 2023, theentered into interest expenserate swaps on Dotdash Meredith Term Loans was $2.0 million higher as compared to what interest expense would have been if the Adjusted Term SOFR been unchanged during 2023. At March 31, 2023, the outstanding balance of $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 8.77%, and the outstanding balance of $328.1 million related to the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus 2.25%, or 6.94%. If Adjusted Term SOFR were to increase or decrease by 100 basis points, the annual interest expense on the Dotdash Meredith Term Loans would increase or decrease by $15.7 million, excluding the impact of our interest rate swaps. In March 2023, we entered into interest rate swaps for a total notional amount of $350 million towith a maturity date of April 1, 2027. The interest rate swaps synthetically convert a portionconverted $350 million of the Dotdash Meredith Term Loan B for the duration of the interest rate swaps from floatinga 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 4—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 estimated based ondetermined using discounted cash flows the Companyderived from observable market prices, including swap curves, and represents what Dotdash Meredith would pay or receive to terminate the swap agreements. The CompanyDotdash 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 our future results of operations.
During the three months ended March 31, 2024, adjusted term secured overnight financing rate ("Adjusted Term SOFR") for the Dotdash Meredith Term Loans decreased an average of approximately two basis points relative to December 31, 2023. Had Adjusted Term SOFR been unchanged during the first quarter of 2024, the impact of this decrease would have had a nominal effect on interest expense. At March 31, 2024, the outstanding balance of $1.22 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 9.43%, and the outstanding balance of $310.6 million related to the Dotdash Meredith Term Loan A bore interest at Adjusted Term SOFR plus 2.25%, or 7.68%. 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 $11.8 million.
If market rates decline relative to interest 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 $22.9$19.3 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
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), management, including our Chairman and 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, 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.
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 March 31, 2023,2024, there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, 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 matter described below involves issues or claims that may be of particular interest to IAC's stockholders, regardless of whether 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, 2022 (page 34)2023 (pages 34-35). See David 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 Chancery Court), which have been consolidated under the caption In re Match Group, Inc. Derivative Litigation,,No. 2020-0505.2020-0505 (Delaware Chancery Court). This lawsuit alleges that the terms of the MTCH Separation (as defined on page 2825 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. As previously reported, the court dismissedDelaware Chancery Court granted the defendants’ motion to dismiss the action in September 2022, and the plaintiffs appealed. Onappealed to the Delaware Supreme Court. Following oral argument on the plaintiffs’ appeal, in May 3, 2023, the Delaware Supreme Court issued an order directing the parties to submit supplemental briefing on the correct legal standard governing judicial review of the MTCH Separation, namely whether review under the more deferential business-judgment rule is triggered when such a transaction has been approved by either a committee of independent directors or a majority vote of the minority stockholders. Supplemental briefing was completed in September 2023 and the court heard further oral argument onfrom the appeal, which remains pending. parties in December 2023.

On April 4, 2024, the Delaware Supreme Court issued its decision, holding: (i) that in order to be subject to review under the more deferential business-judgment rule, rather than “entire fairness” review, the MTCH Separation transaction must have been approved by both a committee of independent directors and a majority vote of the Match Group minority shareholders, (ii) that the Delaware Chancery Court correctly ruled that the plaintiffs had pleaded sufficient facts to call into question the independence of one of the three members of the special committee that had negotiated and approved the transaction, (iii) that the Delaware Chancery Court had incorrectly ruled that the plaintiffs had nevertheless failed to call into question the independence of the special committee as a whole, because all members of the committee must be independent in order for the committee as a whole to be independent, and (iv) that the Delaware Chancery Court had correctly dismissed the plaintiffs’ derivative claims for lack of standing, leaving only their direct claims for adjudication. The Delaware Supreme Court remanded the case to the Delaware Chancery Court for further proceedings, and the case will now proceed to discovery.

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)by) Google, (iv) our continued ability to market, distributecompete with generative artificial intelligence technology and monetize our products and services through search engines, digital app stores, advertising networks and social media platforms,the related disruption to marketing technologies, (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) our continued ability to market, distribute and monetize our products and services through search engines, digital app stores, advertising networks and social media platforms, (x) risks related to our Print business (declining revenue, increased paper and postage costs, reliance on a single supplier to print our magazines and potential increases in pension plan obligations), (x)(xi) our ability to establish and maintain relationships with quality and trustworthy service professionals and caregivers, (xi)(xii) the ability of Angi Inc. to successfully implementexpand its brand initiative and expand Angi Services (its pre-priced offerings),offerings, while balancing the overall mix of service requests and directory services on Angi platforms, (xii)(xiii) the ability of Angi Inc. to continue to generate leads for service professionals given changing requirements applicable to certain communications with consumers, (xiv) our ability to access, collect and use personal data about our users and subscribers, (xiii)(xv) our ability to engage directly with users, subscribers, consumers, service professionals and caregivers on a timely basis, (xiv)(xvi) 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)(xvii) 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)(xviii) our inability to freely access the cash of Dotdash Meredith and/or Angi Inc. and their respective subsidiaries, (xvii)(xix) dilution with respect to investments in IAC and Angi Inc., (xviii)(xx) our ability to compete, (xix)(xxi) 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)(xxii) our ability to build, maintain and/or enhance our various brands, (xxi) the adverse impact of COVID-19 and other similar outbreaks on our businesses, (xxii)(xxiii) 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)(xxiv) the occurrence of data security breaches and/or fraud, (xxiv)(xxv) increased liabilities and costs related to the processing, storage, use and disclosure of personal and confidential user information, (xxv)(xxvi) the integrity, quality, efficiency and scalability of our systems, technology and infrastructure (and those of third parties with whom we do business) and (xxvi)(xxvii) changes in key personnel.
Certain of these and other risks and uncertainties are discussed in our filings with the SEC, including under the caption Part I-Item 1A-Risk Factors of our annual report on 10-K for the fiscal year ended December 31, 2022, as well as below.2023. Other unknown or unpredictable factors that could also adversely affect IAC's business, financial condition and operating results of operations 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 Part I-Item 1A-Risk Factors of our annual report on 10-K for the fiscal year ended December 31, 2022, and the risk factor below,2023, any or all of which could materially and adversely affect IAC's business, financial condition or future results.results of operations. 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.results of operations.











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Marketing efforts designed to drive visitors to our various brands and businesses may not be successful or cost-effective.

Traffic building and conversion initiatives involve considerable expenditures for online and offline advertising and marketing. We have made, and expect to continue to make, significant expenditures for search engine marketing (primarily in the form of the purchase of keywords, which we purchase primarily through Google and, to a lesser extent, Microsoft and Yahoo!), social media advertising and other online display advertising and traditional offline advertising (including television and radio campaigns) in connection with these initiatives, which may not be successful or cost-effective. Also, to continue to reach consumers and users, we will need to continue to identify and devote more of our overall marketing expenditures to newer digital advertising channels (such as online video, social media, streaming, OTT and other digital platforms), as well as target consumers and users via these channels in a cost-effective manner. As these channels continue to evolve relative to traditional channels (such as television), it could continue to be difficult to assess returns on related marketing investments. Historically, we have had to increase advertising and marketing expenditures over time in order to attract and convert consumers, retain users of our various products and services and sustain our growth.

Our ability to market our brands and businesses on any given property or channel is subject to the policies of the relevant third-party seller, publisher (including search engines, web browsers and social media platforms with extraordinarily high levels of traffic and numbers of users) or marketing affiliate. As a result, we cannot be certain that these parties will not limit or prohibit us or our affiliate marketing partners from purchasing certain types of advertising (including the purchase by us of advertising with preferential placement or for certain of our products and services) and/or using one or more current or prospective marketing channels in the future. If a significant marketing channel took such an action generally, for a significant period of time and/or on a recurring basis, our business, financial condition and results of operations could be adversely affected. In addition, if we fail to comply with the policies of third-party sellers, publishers and/or marketing affiliates, our advertisements could be removed without notice and/or our accounts could be suspended or terminated, any of which could adversely affect our business, financial condition and results of operations. In addition, any phasing out (or blocking) of third-party cookies by web browsers could adversely affect our business, financial condition and results of operations.

We rely heavily on free search engine marketing to drive traffic to our properties. The display, including rankings, of search results can be affected by a number of factors, many of which are not in our direct control, and may change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that have reduced the prominence of links to websites offering our products and services, and negatively impacted traffic to such websites, and we expect that search engines will continue to make such changes from time to time in the future. However, we may not know how (or otherwise be in a position) to influence actions of this nature taken by search engines. With respect to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently interpreted.

Our failure to respond successfully to rapid and frequent changes in the operating and pricing dynamics of search engines, as well as changing policies and guidelines applicable to keyword advertising (which may be unilaterally updated by search engines without advance notice), could adversely affect our paid and free search engine marketing efforts. Specifically, such changes could adversely affect paid listings (both their placement and pricing), as well as the ranking of links to websites offering our products and services within search results, any or all of which could increase our marketing costs (particularly if free traffic is replaced with paid traffic) and adversely affect the effectiveness of our marketing efforts overall. In addition, the failure to respond successfully to policy updates with respect to the phasing out (or blocking) of third party cookies by web browsers (which may be done unilaterally by web browsers without notice), as well as consumers increasingly choosing to use browsers that do not support third party cookies, could also adversely affect the effectiveness of our marketing efforts at those of our businesses that rely on cookies as a meaningful part of their overall marketing strategy.

Moreover, changes in the usage and functioning of search engines as a result of the development of generative artificial intelligence technology (“GAI”) and/or general disruption to the technologies and platforms upon which our businesses rely to provide and market their digital content, products and services, could negatively impact our ability to drive traffic to our properties and monetize our digital content, products and services generally. GAI-powered chatbots and other tools could change the way people access and consume information, and if they supplant traffic to the websites of our businesses (in particular, the Digital business within our Dotdash Meredith financial reporting segment), we could experience decreased traffic and advertising revenues, which could adversely impact our business, financial condition and results of operations. In addition, GAI has the potential to generate digital content and information and develop digital products and services at a much greater scale and in a more cost-effective manner relative to traditional efforts, which could result in increased competition. The failure to adopt or otherwise adapt to evolving GAI capabilities could adversely affect our ability to compete generally, which could adversely affect our business, financial condition and results of operations.

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Lastly, certain of our businesses also enter into various arrangements with third parties (including advertising agencies) to drive traffic to their various brands and businesses and generate leads, which arrangements are generally more cost-effective than traditional marketing efforts. If these businesses are unable to renew existing (and enter into new) arrangements of this nature, sales and marketing costs as a percentage of revenue would increase over the long-term, which could adversely affect our business, financial condition and results of operations. In addition, in the case of traffic and leads generated through third party arrangements, the quality, validity (generated by real users with genuine interest and otherwise acquired in a manner that complies with contractual obligations in place with paid listings providers and/or advertisers) and convertibility of such traffic and leads are dependent on many factors, most of which are not in our control. If the quality, validity and/or convertibility of traffic and leads we acquire via third parties do not meet the expectations of the users of our various products and services, our paid listings providers and/or advertisers (as well any third parties who may acquire such traffic or leads from our paid listings providers and/or advertisers), our business, financial condition and results of operations could be adversely affected.

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 March 31, 2023.2024.
Issuer Purchases of Equity Securities
The following table sets forth purchases by the Company ofdid not purchase any shares of IACits common stock during the quarter ended March 31, 2023:
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)
January 2023— — — 6,934,494 
February 2023245,000 $52.08 245,000 6,689,494 
March 20231,531,000 $51.01 1,531,000 5,158,494 
Total1,776,000 $51.16 1,776,000 5,158,494 
_____________________
(1) Reflects repurchases2024. As of IAC common stock made pursuant to the Company’s previously announced June 2020 repurchase authorization (the "Repurchase Authorization").
(2) Represents the total number ofthat date, 3,686,692 shares of IAC common stock that remained available for repurchase as of March 31, 2023 under the Repurchase Authorization. From April 1, 2023 through May 5, 2023, IAC repurchased an additional approximately 1.3 million shares of IAC common stock at an average price paid per share of $50.47 pursuant to the Repurchase Authorization. As of May 5, 2023, there were approximately 3.8 million shares of IAC common stock that remained available for repurchase under the Repurchase Authorization.
IACCompany's previously announced June 2020 repurchase authorization. The Company may purchaserepurchase shares of IACits common stock pursuant to the Repurchase Authorizationthis 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,(without limitation) market conditions, share price and future outlook.


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Item 5.
Other Information
Rule 10b5-1 Trading Plans
During the quarter ended March 31, 2024, 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).
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
DescriptionLocation
3.1Restated Certificate of Incorporation of IAC Inc.
3.2Restated Certificate of Incorporation of IAC/InterActiveCorp.
3.3Certificate of Amendment of Restated Certificate of Incorporation of IAC/InterActiveCorp.
3.4Certificate of Amendment of Restated Certificate of Incorporation of IAC Inc.
3.5Certificate of Designations of Series A Cumulative Preferred Stock.
3.6Amended and Restated By-Laws of IAC Inc.
Amendment No. 1 to EmploymentJoinder and Reaffirmation Agreement, dated as of March 1, 2023, between IAC2024, by and among Dotdash Meredith Inc. (f/k/a Dotdash Media Inc.), as Borrower, and Mark Stein.JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto.(1)(2)
Form of Notice and Terms and Conditions for 2023 Restricted Stock Unit Awards.(1)(2)
Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1) 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1) 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(3)(2) 
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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.(3)(2) 
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(3)(2)
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema.(1) 
101.CALInline XBRL Taxonomy Extension Calculation.(1) 
101.DEFInline XBRL Taxonomy Extension Definition.(1) 
101.LABInline XBRL Taxonomy Extension Labels.(1) 
101.PREInline XBRL Taxonomy Extension Presentation.(1)
  104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1)Filed herewith.
(2)Reflects management contracts and management and director equity award agreements related to a management and director compensatory plan.
(3)Furnished herewith.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated:May 9, 20237, 2024
IAC INC.
By:/s/ CHRISTOPHER HALPIN
Christopher Halpin
Executive Vice President, Chief Financial Officer and Chief Operating Officer



SignatureTitle Date
/s/ CHRISTOPHER HALPINExecutive Vice President, Chief Financial Officer and Chief Operating Officer May 9, 20237, 2024
Christopher Halpin

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