Thank you. Good morning, everyone. Christopher Halpin here, and welcome to the IAC and Angi Inc. Fourth Quarter Earnings Call. Joining me today are Barry Diller, Senior Executive and Chairman of IAC; Joey Levin, CEO of IAC and Chairman of Angi, Inc.; and Jeff Kip, CEO of Angi, Inc. Supplemental to our quarterly earnings releases, IAC and Angi have each published shareholder letters, which are currently available on the Investor Relations sections of their respective websites. We will not be reading the shareholder letters on this call. I will shortly turn the call over to Barry and then Joey to make a few introductory remarks followed by Q&A. Before we get to that, I'd like to remind you that during this presentation, we may make certain statements that are considered forward-looking under the federal securities laws. These forward-looking statements may include statements related to our outlook, strategy, and future performance and are based on our current expectations and on information currently available to us. Actual outcomes and results may differ materially from the future results expressed or implied in these statements due to a number of risks and uncertainties, including those contained in our most recent quarterly report on Form 10-Q, our most recent Annual Report on Form 10-K and in the subsequent reports that we file with the SEC. The information provided on this conference call should be considered in light of such risks. We'll also discuss certain non-GAAP measures, which as a reminder include adjusted EBITDA, which we will refer to today as EBITDA for simplicity during the call. I'll refer you to our earnings releases, the IAC and Angi shareholder letters, our public filings with the SEC, and again to the Investor Relations sections of our respective websites for all comparable GAAP measures and full reconciliations for all material non-GAAP measures. And now, I will turn it over to our Senior Executive and Chairman, Barry Diller.

Thank you, Chris. Yes, I am definitely the very Senior Executive. But it's nice to talk with you this morning. I haven't been on one of these calls in a little more than 10 years and hopefully, you will not want me to wait another 10 years before I do it again. But what I wanted to do really is to review what's really happened in this company over the last couple of years. About two years ago, we realized that two of our principal businesses, Angi and Dotdash, were troubled. Here's what the troubles were. We had taken Angi, which the prior year had about $260 million of EBITDA, down to $35 million. Our CapEx shot up to $115 million. On Dotdash Meredith, the initial plot after the acquisition was we thought we would do $450 million in EBITDA. Actually, the plot for that particular year - this was 1.5 years ago or three years ago - went from $335 million down to $230 million. So, I felt, as did Joey Levin and our colleagues that we were really in a crisis and we had to fix these two principal businesses. So, we essentially stopped everything. We did not want to do things that would either extend the amount of work we had to do into other areas that weren't as important. We knew that we had to hit the ground and really spend, and we thought at the time it would take certainly a year, maybe two to get these businesses back to performing. And so we froze everything basically other than attending to those two businesses and getting them back on track where they needed to be. At Angi, some of this, of course, you all know, but I really want to put this in context because I do think it clarifies what the company has been doing in these last couple of years, where we are now and where I think we will be in the future. First, we replaced the CEO of Angi with Joey Levin, who was kind of also, obviously at that time, the CEO of IAC, but we said, okay, we'll take all the other areas of IAC. You concentrate on fixing Angi. We immediately got rid of the low-quality and low-margin revenue, which reduced our revenue, but we stopped the capital expenditures at anything near that level. I think we went from $115 million if I recall correctly to about $50 million. And what happened is that, of course, the profit and the cash flow went back onto a positive track. We also appointed Jeff Kip to be the CEO. He had been running the international businesses really well. And at the essence, Angi, like all these entities, they're product companies and we had to fix the product. All of that work has been in train for these last couple of years. And Angi is back, as you can see from the figures, it is back from where it was. A lot of the things that happened to Angi were self-inflicted, some of them were grandiose plans to get into the services business ourselves, etc., which while good ideas were not executed well at all. And so Joey and now Jeff went in and took it down to its studs and have built it back up where it can now perform, and hopefully next year, you'll see real revenue growth. So, that's the arc of Angi. On Dotdash Meredith, we reversed the traffic declines. They're up about 8%. With the integration, as you all know, when people talk about integration and synergies, they can talk a good game. But when you get right down to it, it's a tough slog. It was a very difficult 1.5 years as Dotdash had invested in... great mix to get this whole thing in train. Dotdash had really done so well, which was the thing that got us to buy, which was we thought we had a game plan for how properties could gain advertising at a greater value than anyone else. Angi has done well; digital revenue growth has been stark. This is Q2 of '22. I'm just going to read you consecutive six or seven quarters: down 7%, down 13%, down 15%.

Barry, I think we lost you.

Yes, this is the operator. It looks like Mr. Diller, we have lost your audio, sir.

Okay. Barry, can you hear us? All right. Hopefully we will get the audio back there, and the good news on that is Barry's remarks were very consistent with some of the things that I was going to say. So hopefully, I can pick up where he left off. First of all, thank you to Barry, thank you to Chris, thank you to Jeff, and everybody for being on this call. I looked in; my first one of these calls was in Q4 of 2013. So I've been doing these calls for 12 years and this is nearly my 50th one of these calls, but only actually one of those was ever with BD. So, this is a treat for all of us if we can get him back on the line to fix that connection. Obviously, we have plenty of ups and downs as Barry took us through and businesses come and go since then, but it's nice to have the operations really on the upswing right now. We finished the year 2024 very strong. We had nearly a $250 million increase in cash flow year-on-year to almost $300 million of cash flow for IAC's businesses. There's just real momentum right now behind the businesses, especially Dotdash and Angi. Dotdash is outperforming the market and Angi is almost there. We're looking at growth next year as we've discussed. The good news is we've had enough progress in the business in terms of delivering customer experiences, nailing unit economics, and addressing costs and OpEx and CapEx such that we've had enough to work with at Angi that we were really able to rip off that last band-aid and get the product experience fully to where we want it to be. And that means we can start building again. That’s what Jeff and I and the entire team at Angi are incredibly excited to do. As I've said for a quarter or two now, we're back on offense, and I think that's true for both IAC and Angi. Everyone at IAC and Jeff and I at Angi as well are incredibly excited to be back on offense, and that's a great place to be. So, unless we connect to Barry in the next second or so, let's go to questions.

Yes, sir. Well, I'm sorry, I do not have Mr. Diller back on yet.

Okay. Let's go to the question queue, operator, and take the first question.

Our first question today comes from Cory Carpenter with JPMorgan. Please go ahead.

Thanks. Good morning. I had one for each of you, I think, on Angi. Joey, I’ll start with you. Could you talk about your motivations from moving to Angi with the spin? Maybe for Jeff, what's giving you confidence in terms of improving through the year despite the 1Q guide coming in below your prior expectations? And for Chris, could you just talk through the next steps in the spin process and if IAC is planning to take any cash from Angi? Thank you.

Sure. I'll start. Thanks, Cory. I think to answer your question, there is both a personal and a professional element and a lot of overlap of those things. But on the personal side, I think there comes a point in life where you start to optimize for freedom, and it’s that time for me, and I'm incredibly excited about it. And on the professional side, Angi just still has asymmetrical upside, I believe. I know how hard it's been. I know how hard it is in this business. But as I started to say before, the good news is I think we've done most of the hard stuff. We've pulled out the challenging things and we know it's no fun to sit in front of all of you and own some big mistakes and rip out some sizable chunks of revenue. But that really, especially with the changes Jeff talked about in the letter on January 13, is now behind us. That means our pain is in the rearview mirror and now we finally get to focus on building again and that building process with the product that makes us proud is a fun thing to do, and I'm really excited to do it.

Thanks, Cory. I'll just take the spin process questions. We filed the registration statement on January 27. Once it's declared effective, we'll continue to finalize separation agreements between the companies. We'll also make additional filings with the SEC as necessary. We are very focused on closing right now on March 31, but we continue to work through customary legal and tax considerations along with certain operational details. At the end of the day, the goal is a seamless and successful transition for Angi to being a standalone public company. As we said, we're on track for 3/31. Regarding Angi's balance sheet, the current plan is not to make any dividends. So we would spin Angi with its current cash balance of $416 million and $500 million of attractively priced bonds. With that, I'll pass to Jeff.

Thanks, Chris. So, Cory, I'll take your question on Q1 and the 2025 outlook, and I'll probably throw in 2026 a little as well. Our Q1 outlook is a little below what we estimated about three months ago at the time. We assumed that the first quarter would be a world framed by the FCC order. We got ready, we fully implemented consumer choice consistent with the FCC order on January 13, that’s a couple of weeks ahead of the order's effective date. Not just because of the order, but also because we know it’s the best thing for our customers in the business long-term. We've been steadily moving towards this implementation and the FCC order really only accelerated our path. As we noted in the letter, the improved experience has been evident for a while. Homeowner NPS is double-digits better when they choose the pro than when they're auto-matched, and pros win the lead 60% more often when they're chosen than when they're auto-matched. We looked at that data and said this is clearly the right thing. Since we've made the change, we've gotten positive feedback from our customers and observed the dynamics in the marketplace, and the improvement in the market experience only confirmed all of this prior analysis and our conviction in the change. On January 24, at the last minute, the court vacated the SEC rule change and we, however, are still going ahead. We're sticking with the change we're making. Our competition is not. This is creating some short-term disruption in the market and an impact on our first quarter. But long term, we consider ourselves very well competitively positioned in the marketplace with a significantly better customer experience. So going forward, we're obviously real-time adjusting to the changes in the marketplace given the regulatory shift, but a number of factors give us high confidence in our build through 2025 and back to growth in 2026. First, the first quarter is our toughest comp of the year. We’re sunsetting a few hundred basis points of non-choice revenue in our proprietary channels that we got rid of at the end of the first quarter last year, and we don't have to compare to that for the rest of 2025. Secondly, we have a number of product builds impacting marketing efficiency, matching, and monetization that we have data behind that will add revenue and profit as we build through the year. Third, our single pro product initiative referenced in the letter on the last call is going to lead to growth in revenue per monetized transaction by the second half of the year as we sunset our legacy ads pricing structures. Fourth, we expect to steadily return to growth in our proprietary SR channels this year and be fully growing in 2026. Our SEM, unbranded SRs are growing today. angi.com SEO is only down single-digits today and it's 90% of our unbranded organic traffic. We expect to continue building through the year and reach growth in 2026. On the flip side, our third-party SRs are going to take a significant step down in 2025, but because we're doing it at the beginning of the year, we expect it to be flat in 2026 and the two together give you growth. Finally, we expect increased homeowner repeat and pro retention because of the impact of homeowner choice on the experience on both sides of the marketplace. Net, our Q1 is going to be down a little versus what we said a few months ago and down in the low-20s percent year-over-year. But we've got even more confidence in revenue improvement across the year and a return to growth in 2026.

Thank you, Jeff. Operator, next question.

Absolutely. Our next question today comes from John Blackledge with TD Cowen. Please go ahead.

Great. Thanks. And Joey, good luck with the move. Two questions for Chris. First, could you talk about the drivers of DDM 4Q revenue and EBITDA? And maybe walk through the 1Q '25 and fiscal '25 puts and takes for DDM revenue and EBITDA guide? And then the second question would be kind of given IAC's strong balance sheet and the ramping free cash flow, how should we think about capital allocation? And then with the upcoming Angi spin and Joey moving over to Angi as Executive Chairman, how should we think about the management transition at IAC? Thank you.

Yes. Thank you, John. So starting with DDM, on our last earnings call, we talked about how sluggish both consumer traffic and advertiser spend were headed up to and through the U.S. election. We were cautiously optimistic at the time both would ramp back up after the political landscape was sorted, and we saw that. November traffic was excellent for us, most notably on our food sites. As Neil Vogel likes to say, Thanksgiving is the Super Bowl for all recipes. Traffic in December was slower, mainly due to a lack of celebrity and entertainment news, and some less robust holiday momentum in the home category. On the advertising front, we saw many advertisers come back into the premium and programmatic markets in mid-November. The net result of all that for the third quarter is we posted 3% Core Sessions growth and 3% digital advertising growth. A real bright spot in the quarter was performance marketing, which grew 22%, led by exceptional e-commerce performance. It was great to see this area grow strongly after a couple of sluggish quarters and it highlights DDM's industry-leading ability to convert consumer interest into sales for our retail partners. Licensing continued its strong growth led by our OpenAI and Apple News partnerships. Together, these three revenue lines blended to 10% digital revenue growth above the range we were forecasting. Looking to 2025, we view all three digital revenue growth areas as healthy and strongly positioned. In aggregate, we’re expecting 10% plus digital revenue growth for the year with high single-digit growth in Q1. A few factors contribute to a slightly lower first-quarter growth in those high-single-digits. It's more challenging January and February comps. Easter, which is a key holiday for us, shifts this year into Q2 from Q1 last year and there is one less day due to the leap year. The second quarter conversely sets up stronger with easier comps and the Easter benefit. On the digital advertising front, we're expecting mid-single-digit traffic growth for the year and mid-single-digit monetization growth. We'll also generate incremental revenue from the launch of D/Cipher+, where we will be seeing third-party inventory using our proprietary targeting technology. We're testing this with select advertisers this quarter and we'll scale it up throughout the year. Performance marketing and licensing should both grow solidly for the year. DDM continues to manage its cost structure thoughtfully, as shown by the severance in the fourth quarter due to headcount reductions to reallocate resources. For the year, we're forecasting 40% plus digital incremental EBITDA margins, which combined with 10% digital revenue growth and then 10% revenue declines in our print segment lead to our guide of $330 million to $350 million of total EBITDA. One accounting note, as noted in the release, we will have a significant gain. Hi, Barry, hand it over to you in one second. We will have a significant gain in the first quarter of 2025 of approximately $36 million associated with a highly favorable lease buyout. Our adjusted EBITDA guidance excludes this gain.

All right. This is all very odd for me because I didn't hear my opening remarks. We got through Angi and most of Dotdash, but not entirely.

Yes. Yes. You got through Angi and most of Dotdash.

All right. So let me pick up there then. I'm sorry, everybody, but technology fails at just a moment you kind of depend upon it. So whether you heard it or not, we spent those two years turning around these businesses, which is why I froze everything, didn't want to be distracted during this period. As you know about our now decades of spinning off companies or conglomerates, that's an anti-conglomerate. I believe that businesses when they get to a sufficient size, they ought to be spun off and be independent. There's nothing more that I see I could do really for Angi. Joey and Jeff running the business, I have complete confidence in them. They’ve done a very good job in getting it to the state where it can begin to grow. Joey came to me and said, I really like a business of my own. I like my own store. I totally respect and encourage that. We had the vehicle to do so. It made no sense for us to keep Angi partially to have it a public company. Either we are in or we are out. I think that it is the perfect time to do the spin off, and I'm glad that it will happen on March 31.

In 2022, we were experiencing cash burn, but this year we've turned that around to generate $352 million in cash flow. We have streamlined the company by selling off assets. MGM operates like a finely-tuned watch, with excellent management and a unique position in Las Vegas that cannot be replicated elsewhere. We control 40% of the market, and no technology can replace the direct connection we have with our customers. Our hotels are running at 90% capacity, and we have an exciting future ahead with the development of a $10 billion-plus resort in Osaka, Japan, which will be the first gaming resort in the country. While it will take some years to complete, it represents a significant opportunity for MGM to expand its global presence. The company has been complex, but we aim to simplify our operations going forward, and I believe it is seriously undervalued. Timing played a crucial role, as we were fortunate to acquire the company when Las Vegas was shut down. Since then, we have repurchased a significant amount of our stock and continue to do so.

I believe having DDM in its current position, outperforming its competitors, is a strong indicator. I want to ask one more question. Did I get to the part about sharing the statistics on digital traffic at DDM?

I believe you were halfway through that point when we lost you.

For six quarters, we experienced declines of 7%, 13%, 14%, 15%, and 10%. However, starting in the fourth quarter of '23, we saw an increase of 9%, followed by 13% in the first quarter, 12%, and then 16%, with the recently announced fourth quarter showing a 10% increase. This marks an impressive turnaround. DDM has undergone a challenging integration and was impacted by a downturn in the advertising market. Nevertheless, it is a valuable asset for us, forming a solid foundation along with IAC and MGM. Additionally, our balance sheet remains robust. I made the decision to halt stock buybacks during this time as I felt we needed to first get our businesses in order and restore confidence in our operations. I'm not going to talk about what we will do, but I will talk about one thing, which is the fact that I did stop it, and that stopping has ended, and I'm not going to foresee things because what I've just said, I hope is fairly obvious. I hope you understand the reason I did stop it and wanted us to freeze and only pay attention to our businesses and getting them straightened out, getting the whole corporate structure straightened out. We're now in a situation where that phase has finished. I think we are freshened by these recently announced events as far as what we are going to do with our capital. There are areas I think of DDM to invest in. There are also all sorts of opportunities, whether it's buying or building. The history of this company has been, God knows, endless starts of buys of businesses. And that landscape, while I think the Internet field is fairly covered, we're going to look at anything that talks, walks, or whatever. We’re not anxious. We'll do this as we've done it before. Tell us a good idea. If we think it makes sense, we'll go forward with it. Our history has shown that in doing that, we've built assets and value, and that’s what I, Chris, and Russell Farscht, our Head of M&A, are dedicating themselves to do in addition to the work that we’ll continue to do with our principal asset of DDM and our involvement with MGM.

That was perfect. And you answered John's question well there, Barry. Thank you. Thank you, John. Operator, next question.

Absolutely. Our next question comes from Eric Sheridan with Goldman Sachs. Please go ahead.

Thank you so much for taking the question and maybe two if I could. First for the Angi team, understood on the three-pillar dynamic with respect to '25 going into '26. Wanted to get a little bit more color on what investors should expect in terms of some of the headwinds turning into potential tailwinds for the business that we should be monitoring from the outside in terms of that transformation across those three pillars. And then specifically with the transition to a single product and platform, how to think about some of the integration dynamics of moving towards that and what it might mean for sort of improving the quality overall on the platform? That would be number one. And then, Barry, maybe following up on your answer, great to have the opportunity to speak. Yes, IAC has changed over the years in terms of taking stakes in companies and continuing having operating businesses. When you think about the framework you just laid out about investing for the long term at IAC, how should we think about what your priorities are with respect to operating businesses versus maybe investing in businesses like we saw examples like MGM and Turo? Thank you.

With your first question, Eric, I'll summarize what I've mentioned earlier: we have been steadily enhancing the product and restoring our proprietary traffic growth. Our search engine marketing has returned to growth, and we anticipate further improvement throughout the year, aiming for growth by 2026. While consent and choice have significantly impacted our third-party business, we expect that segment to stabilize moving forward. Together, these elements will contribute to our future growth. On the professional side, our retention has significantly improved. We are seeing a 700 basis point increase in active professionals from 2022 to 2023 versus the prior year. Although our acquisition rates are decreasing, preventing us from achieving network growth just yet, we believe those dynamics will shift in the future, especially with enhanced customer experiences. We expect the professional network to also trend toward growth, leading to an overall trajectory back to growth by 2026. In terms of single pro product, there are a couple of pieces to it. One is moving all of our pros to a single platform with a single product and pricing structure is going to allow us to run our operations far more efficiently, reduce time to market, reduce overhead, and make our acquisition and marketing more efficient. Secondly, as I said before, sunset some pricing structures that's going to pave the way to grow our revenue per monetized transaction in the second half of the year, which will be another lift in our incremental progress back to growth. In terms of integration risk, we've now done five migrations of a comparable size in Europe. We're pretty seasoned at this and will likely take a little disruption, but we'll also get back pros from the old product. We do it every time we do it in Europe. This is basic operations for us, and we expect, of course, there to be a little noise in the system, but we actually expect to come out better and move forward well there.

As far as operating businesses, I mean, we will take it any way it comes. I believe, as I've said forever, that once a business gets up to sufficient scale, it ought to be spun out and be independent. I think companies that have multiple operating businesses and try to operate each of them do so less advantageously than they would if those companies were standing on their own. As we look into the future possibilities, I'm sure there will still be operating businesses that we will operate for a period of time. But I believe we operate them for too long. If they succeed, we will spin them out.

Thank you. Operator, next question.

Absolutely. Our next question comes from Jason Helfstein with Oppenheimer. Please go ahead.

Hi, thanks for taking the questions. Two questions. Maybe this is the first for Barry and then the second is a follow-up for Joey and Chris. And maybe I'll ask them that order. So just Barry, I think one of the questions we keep getting from investors would be how would you characterize IAC kind of post now the Angi spin? Are you poised to lean more into multiyear bets? Or are you more focused on realizing the current bets and returning the maximum amount of cash and value to shareholders? So just let’s start with that question and then I’ll just have a follow-up on Meredith Dotdigital. Thanks.

Well, you’ll see what we do in the next period. As I say, I stopped us from using our capital to return to shareholders for the reasons I’ve said before. That period has ended, and so it's always going to be a balance. You take the first opportunity of investing in your current businesses. I think there’s a real opportunity inside DDM in all sorts of areas, and I think that may take some capital. I think also, again, we have a clean slate. We don’t have any drag on us. We don’t have any problems. All of that has been solved. So all of our attention can go to seeking new opportunities, and they always come. I’m not impatient, and I’m not patient. So we will see. It will be clearly a mix between returning capital to shareholders and seeking opportunity.

Thank you. Now that digital revenue is growing double-digit at Meredith Dotdigital, what are your plans to transition to focus on top-of-funnel and find ways to further leverage content and drive more engagement and impressions? How do you think that can accelerate revenue over the next two years at MGM?

We always look at the business as advancing two key drivers in parallel, traffic, and monetization, quantity and price. For traffic, there are definitely top-of-funnel elements, and a few key strategic priorities. One, as we talked about in the letter and we talked about previously is direct consumer relationships where we engender traffic through new products, e-mail, and marketing. Another is continuing to offer premium content behind our industry-leading brands that we optimize for different platforms. So think Apple News, Google Discover, social media, things like that. The last one, which we mentioned a little bit earlier is D/Cipher+. In our partnership with OpenAI and also on our own, we’ve mapped comparable third-party sites that have the same signal of intent that D/Cipher utilizes from the signals developed on our own properties to target and deliver ads. With the launch of D/Cipher+, we will now be offering our advertisers and agencies the ability to increase their buy by using our targeting off-platform. We believe this will provide additional value and utility to advertisers, while also opening up new budgets for DDM. We're ramping this up steadily and believe it can be a large and attractive business. On the monetization side of the equation, there are three core elements: continuing to be the best in class on premium direct sales and that's all about performance and service; improve and continue to broaden our programmatic efforts to take advantage of the auction market; and continue to innovate and lead the market on performance marketing. We felt great about the last quarter with 22% growth, keep it chugging. Thus, drive as much traffic and grow revenue per session. In terms of higher growth rates that you asked about, our guide is 10% plus digital revenue growth this year and going forward, but we believe in the power of our platform and the incremental growth opportunities it provides. So we will keep pushing. Thank you, Jason. Operator, next question.

Our next question today comes from James Heaney with Jefferies. Please go ahead.

Great. Thanks, guys. Can you break down the results at Care.com? Is there any additional detail you can get on the divergent results between enterprise and consumer and what to expect going forward? And then I just had a follow-up question.

Okay. Yes. So we broke out Care as its own segment this quarter. This is a business we bought in 2020 and have spent a lot of time and energy rebuilding the platform and advancing it, and we will talk about our further efforts there. There are two main business lines. It's a consumer business where individuals and families directly subscribe to Care.com to be matched with caregivers and find home care. The second is the enterprise business where companies pay Care to provide benefits to their employees. The companies can purchase backup care days that employees can use to get emergency care for their child or senior if needed. They can access specialists to help support different needs at home and with their family and can also pay for their employees to have full access to the Care.com marketplace. The last few years at Care have seen ups and downs driven by COVID, then followed by post-pandemic adjustment. The enterprise business experienced a major boost during the pandemic as companies sought to help employees manage care needs with differing work arrangements and get them back in the office. That leveled out post-pandemic. Right now, the enterprise business has a nice tailwind behind it as employer-provided support for care needs is increasingly becoming a standard benefit, sort of table stakes in some ways similar to health insurance. The enterprise line grew last year and should continue to be a solid performer going forward, and we're one of the real leaders in that category. On the consumer side, we saw a greater macro tailwind in the '22 period than we realized, and it frankly masked some deficiencies in the core product experience. The consumer decline last year as we lap challenging comps struggled on marketing and the product lagged on conversion and renewals. New CEO, Brad Wilson and his team have been actively working to improve the product, focusing on areas like messaging and matching. We believe the impacts will be seen throughout this year. It will be a slow return to growth given the subscription product and the nature of ramping back up and reversing trends. But we love Care.com's positioning as the industry leader with the most care seekers and caregivers in the market. We also know the consumer demand is there. The company recently released its annual state of the industry report and the challenges of finding good child and senior care are only growing as are the costs. So with an improved experience and better marketing, we think the team can seize on that opportunity and return to growth.

Yes, great. Just one quickly on the corporate costs. Just curious what's driving that elevated level in 2025? And then how should we think about that on a normalized run rate going forward?

Yes. We guided to a much higher number this year. There are a number of non-recurring things going on in corporate this year. The first are associated with Joey's separation from IAC and movement to Angi. His six-year consulting agreement will be recognized at the time of the Angi spin all at once. Next, our costs are associated with the Angi spin, tax, legal, filing, etc. Additionally, we have legacy matters that are hitting the P&L this year, such as ongoing litigation relating to the Match Group separation that will drive expenses this year. Finally, as talked about in the prior quarter, we have taken actions to streamline costs at corporate and that's created one-time expenses this year. I'd also flag when you look at '24, the run rate costs were artificially masked, and the reported number was lower due to a $10 million out-of-period insurance payment that we received in '24. So in sum, we are incurring roughly $50 million of non-recurring costs this year that will not be in the cost structure in '26 and beyond, and we'll provide more clarity on that as we move forward.

Absolutely. Our next question today comes from Ross Sandler of Barclays. Please go ahead.

Great. Barry, thanks for hopping on the call here. I guess the question for you is how involved you want to be in the day-to-day at IAC? And how do you feel about the management structure at the top with Joey moving over to Angi? And then, Chris, just a follow-up on the opportunity for D/Cipher+ and non-owned and operated inventory. Could that be material in '25? And what kind of impact could that have on profitability at DDM?

I have great confidence in my colleagues in terms of the day-to-day; Chris Halpin and Russell are both going to help me with that. We really have one prime operating business, which has superb management, does not need us day to day. And I think this is a group that just by the nature of the change and all of these things is fresh and eager. I’m going to do what I've always done, hopefully, stimulate the process and drive people a bit crazy. Pay attention to the things that I think are important, which obviously involves capital allocation and seeking out new opportunities.

Yes, thank you. We're excited about D/Cipher+ and believe it can be a significant growth driver, enhancing the company's access to two types of inventory that advertisers desire. The first type is look-alike premium inventory in our main categories such as food, health, and home, where we observe consumer intent at scale. DDM is often constrained by inventory and our premium pricing for high-performing inventory in these areas. We typically use D/Cipher+ to identify similar high-quality inventory on third-party sites and acquire it efficiently. Currently, this inventory is being monetized on programmatic platforms at lower rates because existing buyers lack the strong intent-driven signal that D/Cipher+ provides to DDM. The second type of inventory consists of undervalued but performing impressions in our categories. Core advertisers are being priced out of DDM inventory due to high performance in CPIs and are looking for lower-priced volume to include in their purchases. We can meet that need while still providing the D/Cipher performance guarantees. We believe we can significantly increase our supply of impressions while achieving attractive margins and delivering exceptional performance to our advertisers. We are actively expanding this offering throughout 2025, marketing it to accounts, and believe it can grow quickly in terms of revenue. Concerning incremental margins, we are targeting over 40% in digital incremental EBITDA margins, which we believe balances product and content investment with profit growth. We think D/Cipher+ will support achieving those incremental margins.

Absolutely. Our next question comes from Justin Patterson at KeyBanc. Please go ahead.

Great. Thank you. Good morning. I wanted to hit on Jason's Dotdash question in a different way. What do you see as the key steps to grow direct traffic more and eliminate the middlemen? And then as you execute on these initiatives, how might the financial profile of the business differ versus what we see today? Thank you.

Thanks. So the direct-to-consumer effort is one that Neil and team have been driving for a while, and it's an offensive plan. We know our brands are exceptional. We know they're trusted, and we know they're sought-after by consumers. We've also talked for a few quarters about our efforts to expand our content to as many platforms as possible to engage our customers and to grow our touch points with consumers. This includes e-mail marketing, video, social media, and live events, which have worked very well from both an engagement and a monetization perspective. This year, we're looking to continue to invest in these areas and roll out new products initially centered on people and our industry-leading food brands to engage consumers directly and further enhance loyalty, which drives even deeper engagement and repeat engagement. These products take advantage of video, personalization, utility, and our breadth of content and storytelling, and we think we're going to offer experiences in these categories that no one else is today. With respect to financial impact, the monetization models are similar. We view them as advancing and not dilutive to our overall financial efforts at DDM. Thank you.

Our next question comes from Youssef Squali with Truist Securities. Please go ahead.

Thank you. I have one question for Chris and another for Barry. Chris, regarding D/Cipher and the integration of OpenAI technology, can you discuss its impact on PPIs such as conversion rates and ad pricing? How much potential do you believe remains? I’m referring to D/Cipher specifically, not D/Cipher+. Barry, with the upcoming spin-off of Angi, how do you anticipate IAC will interact with MGM moving forward? Has this prompted you to explore more opportunities in that sector? There have been various updates lately, including news about BetMGM and changes at Entain. How do you view the potential in that area now that you have more flexibility in your corporate structure? Thank you.

BD, you want to go first?

Yes. Sure. I see it as what I've said before, which is MGM is in excellent shape, excellent operating results, and a superb management team. MGM is going to continue opportunistically. Certainly, it’s been buying back its stock. We will continue to do so, knowing how undervalued it is, which will increase our ownership. We may increase our ownership. As I said before, I consider it to be a forever asset, of conditions, of course, possibly could change, but I can't fathom that. It also, I said earlier, it’s going to be something that is somewhat less complex going forward but I just think it's ours. It's never going away.

Thank you, BD. Youssef, regarding D/Cipher, we've previously discussed the case studies conducted with our advertisers, and we have over 30 that demonstrate its effectiveness. What’s noteworthy is that we target or optimize different metrics depending on the objectives of the advertisers' campaigns. Currently, D/Cipher is focused on premium direct campaigns. For some advertisers, this means focusing on click-through rates; for others, it’s about efficiency, sales conversion, or driving in-store visits. We are confident that we have outperformed in all these studies, and the trend is holding steady. Last quarter, we mentioned that orders including D/Cipher account for over half of the direct digital revenue in DDM, and this trend continues. Orders with D/Cipher are more than 50% larger than those without it. We expect this trend to persist as it is a crucial aspect of a direct advertising campaign. We are excited that by integrating OpenAI's technology, we can leverage video and images in our targeting and scoring for even better contextual performance.

Youssef, regarding your question about BetMGM, this is Joey speaking. Recently, you may have seen announcements from BetMGM that highlight strong momentum in the business, particularly in the areas we’ve been discussing on the product side. They shared how this has turned into real progress for the company. MGM and BetMGM maintain a solid partnership with Entain, at both the CEO and Chairperson levels with Stella David. Therefore, we do not anticipate any changes in that relationship.

Thank you. Operator, last question.

And our last question today comes from Tom Champion with Piper Sandler. Please go ahead.

Hi. Good morning. Thanks for all the candor and the comments. I guess, Chris, I'd love to hear a little bit more about the verticals within DDM and just maybe the trends that unfolded in 4Q and what you're seeing thus far. You made an interesting comment on a digital ad revenue taking place via spend commitments and maybe that portion overlaps with D/Cipher. I'm kind of curious if you have more revenue visibility; hopefully, that makes sense. Maybe just a final question for Joey, if I can. Joey, I think you ran the search business way back when. I’d just be curious, as you have observed OpenAI and Search evolve, what do you think about the future of Search broadly? Thank you.

Just wanted to slip in there, Tom, right?

That's a big one to end. Why don't you go first, Chris?

Yes, why not... Yes, that's fine. I'll be pointy-headed and then we can go to the big concepts. So, Tom, a few things. We described the ad market as fine right now. We definitely saw the momentum pick back up after the political freeze. Advertisers and agencies broadly are more short-term in their commitments, move quickly, but they've got things to sell and brands to build, and we're seeing that. Across categories, no major trends that we would note from the past. We’ve got clearly health, home, food and beverage, finance, others. We'd love to see some momentum return in finance over time. Health is fine, and we'll continue to monitor how the economy grows. D/Cipher plays in the direct premium advanced sale area. Our goal is to roll it into more product enhancements into a more on-demand ad buying and that's something that the team is working on to serve advertisers in both places. Overall, we're constructive on the current ad market, but cautious as always, given the geopolitical volatility and everything that has been a hallmark over the last few years.

Yes. I’ll answer a little bit anecdotally and then maybe broader. As I start, searches now, and as many people I know start searches now, increasing share is certainly going to the AI platforms. That’s because it’s a good efficient experience. I expect that experience to continue to gain share. It’s a meaningful evolution from the ten blue links, and we’ve been looking for that meaningful evolution to the ten blue links for a long time. I think that it is a profound advancement. I think that one of the keys in that is those user interfaces, whether they’re a voice or the sort of AI conversational thing that we’re used to have space for fewer answers. That means what’s going to be important there, and we think about that in the context of IAC and DDM and in the context of Care and in the context of Angi, is you got to be the best in the category with the best content. For those, I think you’re in a very good position. If you’re further into the tail, I think that’s a much harder position. I think that these models or LLMs and those user interfaces continue to take share for a while and then sort of concentrate the audience around the very best in a more meaningful way.

Thank you.

Thank you. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines and have a wonderful day.