People Inc 10-Q for FY2023 Q1

People Inc (PPLI)

10-Q 2023-05-09 For: 2023-03-31

Added on April 08, 2026

About this 10-Q

People Inc filed this 10-Q on May 9, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.08B; down 18.2% from $1.33B a year earlier
Net income: $417.78M; compared with a net loss of $235.8M a year earlier
Diluted EPS: $4.57; compared with -$2.72 a year earlier

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Delaware						84-3727412
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Common Stock			80,065,465
Class B common stock			5,789,499
Total			85,854,964


		Page Number
PART I
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheet	3
	Consolidated Statement of Operations	4
	Consolidated Statement of Comprehensive Operations	5
	Consolidated Statement of Shareholders' Equity	6
	Consolidated Statement of Cash Flows	7
	Notes to Consolidated Financial Statements
	Note 1—The Company and Summary of Significant Accounting Policies	8
	Note 2—Dotdash Meredith Restructuring Charges and Transaction-Related Expenses	12


	Note 3 —Financial Instruments and Fair Value Measurements	13
	Note 4 —Long-term Debt	18
	Note 5—Accumulated Other Comprehensive Loss (Income)	21
	Note 6—Segment Information	21
	Note 7—Pension and Postretirement Benefit Plans	27
	Note 8—Income Taxes	28
	Note 9—Ear nings (L oss ) Per Share	29
	Note 10—Financial Statement Details	32
	Note 11—Contingencies	33
	Note 12—Related Party Transactions	33
	Note 13—Subsequent Events	34
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55
Item 4.	Controls and Procedures	56
PART II
Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	60

Item 6.	Exhibits	61
	Signatures	63


	March 31, 2023		December 31, 2022
	(In thousands, except par value amounts)
ASSETS
Cash and cash equivalents	$	1,398,836	$	1,417,390

Marketable securities	202,138		239,373
Accounts receivable, net	537,945		607,809

Other current assets	240,804		296,563
Total current assets	2,379,723		2,561,135

Capitalized software, equipment, buildings, leasehold improvements and land, net	461,871		510,614
Goodwill	3,030,953		3,030,168
Intangible assets, net of accumulated amortization	1,115,589		1,170,041
Investment in MGM Resorts International	2,875,022		2,170,182
Long-term investments	327,683		325,721
Other non-current assets	563,180		625,774
TOTAL ASSETS	$	10,754,021	$	10,393,635

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Current portion of long-term debt	$	30,000	$	30,000
Accounts payable, trade	114,863		133,105
Deferred revenue	172,847		157,124
Accrued expenses and other current liabilities	680,837		759,759
Total current liabilities	998,547		1,079,988

Long-term debt, net	2,013,107		2,019,759
Deferred income taxes	202,566		76,276
Other long-term liabilities	592,132		617,843

Redeemable noncontrolling interests	27,189		27,235

Commitments and contingencies

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	8		8
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	1		1
Additional paid-in-capital	6,306,229		6,295,080
Retained earnings (accumulated deficit)	152,756		(265,019)
Accumulated 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)
Total IAC shareholders' equity	6,267,301		5,931,614
Noncontrolling interests	653,179		640,920
Total shareholders' equity	6,920,480		6,572,534
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	10,754,021	$	10,393,635


	Three Months Ended March 31,
	2023		2022
	(In thousands, except per share data)
Revenue	$	1,084,271	$	1,325,345
Operating costs and expenses:
Cost of revenue (exclusive of depreciation shown separately below)	342,084		533,604
Selling and marketing expense	404,141		488,463
General and administrative expense	269,526		240,471
Product development expense	88,338		84,195
Depreciation	61,172		30,236
Amortization of intangibles	54,606		57,190

Total operating costs and expenses	1,219,867		1,434,159
Operating loss	(135,596)		(108,814)
Interest expense	(38,172)		(21,912)
Unrealized gain (loss) on investment in MGM Resorts International	704,840		(187,330)
Other income, net	23,749		6,699
Earnings (loss) before income taxes	554,821		(311,357)
Income tax (provision) benefit	(139,502)		70,464
Net earnings (loss)	415,319		(240,893)
Net loss attributable to noncontrolling interests	2,456		5,095
Net earnings (loss) attributable to IAC shareholders	$	417,775	$	(235,798)

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)


Stock-based compensation expense by function:
Cost of revenue	$	19	$	5
Selling and marketing expense	1,743		1,508
General and administrative expense	22,844		25,371
Product development expense	4,335		2,803

Total stock-based compensation expense	$	28,941	$	29,687


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


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________


	Redeemable Noncontrolling Interests		Common Stock, $0.0001 par value			Class B common stock, $0.0001 par value			Additional Paid-in-Capital		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock		Total IAC Shareholders' Equity		Noncontrolling Interests		Total Shareholders' Equity
			$		Shares	$		Shares
			(In thousands)
Balance at December 31, 2022	$	27,235	$	8	84,184	$	1	5,789	$	6,295,080	$	(265,019)	$	(13,133)	$	(85,323)	$	5,931,614	$	640,920	$	6,572,534
Net (loss) 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)		—		2		—		(4,697)		2,287		(2,410)
Purchase of IAC treasury stock	—		—		—	—		—	—		—		—		(91,729)		(91,729)		—		(91,729)


Adjustment of noncontrolling interests to fair value	208		—		—	—		—	(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	$	8	84,257	$	1	5,789	$	6,306,229	$	152,756	$	(14,641)	$	(177,052)	$	6,267,301	$	653,179	$	6,920,480


Balance at December 31, 2021	$	18,741	$	8	83,922	$	1	5,789	$	6,265,669	$	905,151	$	4,397	$	—	$	7,175,226	$	573,734	$	7,748,960
Net loss	(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)		—		2		—		(1,773)		(700)		(2,473)
Purchase of Angi Inc. treasury stock	—		—		—	—		—	(8,144)		—		—		—		(8,144)		—		(8,144)
Adjustment of noncontrolling interests to fair value	9,136		—		—	—		—	(9,136)		—		—		—		(9,136)		—		(9,136)
Other	(26)		—		—	—		—	24		—		—		—		24		—		24
Balance at March 31, 2022	$	27,817	$	8	84,075	$	1	5,789	$	6,249,328	$	669,353	$	765	$	—	$	6,919,455	$	581,462	$	7,500,917


	March 31, 2023						December 31, 2022
	Sales Commissions		App Store Fees		Total		Sales Commissions		App Store Fees		Total
	(In thousands)
Current	$	36,157	$	7,749	$	43,906	$	39,590	$	8,266	$	47,856
Non-current	6,086		—		6,086		5,667		—		5,667
Total	$	42,243	$	7,749	$	49,992	$	45,257	$	8,266	$	53,523


			Three Months Ended March 31, 2023
	Accrued December 31, 2022		Charges Incurred		Reversal of Initial Cost		Payments		Accrued March 31, 2023		Cumulative Charges Incurred		Estimated Remaining Costs
	(In thousands)
Digital	$	10,950	$	859	$	(812)	$	(4,793)	$	6,204	$	39,272	$	—
Print	12,055		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


	Three Months Ended March 31, 2022
	Charges Incurred		Payments		Non-cash (b)		Accrued March 31, 2022
	(In thousands)
Digital	$	5,090	$	(394)	$	—	$	4,696
Print	15,625		(2,127)		(377)		13,121
Other (a)	1,722		(106)		—		1,616
Total	$	22,437	$	(2,627)	$	(377)	$	19,433


	March 31, 2023								December 31, 2022
	Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
Treasury discount notes	$	198,935	$	39	$	(3)	$	198,971	$	234,987	$	75	$	(6)	$	235,056
Total available-for-sale marketable debt securities	$	198,935	$	39	$	(3)	$	198,971	$	234,987	$	75	$	(6)	$	235,056


	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)


	March 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
	(In thousands)
Assets:
Cash equivalents:
Money market funds	$	1,007,765	$	—	$	—	$	1,007,765
Treasury discount notes	—		87,250		—		87,250
Time deposits	—		15,113		—		15,113
Marketable securities:
Marketable equity securities	3,167		—		—		3,167
Treasury discount notes	—		198,971		—		198,971
Investment in MGM	2,875,022		—		—		2,875,022
Other non-current assets:
Warrant	—		—		52,739		52,739
Total	$	3,885,954	$	301,334	$	52,739	$	4,240,027

Liabilities:
Interest rate swaps(a)	$	—	$	(2,996)	$	—	$	(2,996)


	March 31, 2023		December 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, 2028	1,234,375		1,237,500
Total Dotdash Meredith long-term debt	1,562,500		1,570,000
Less: current portion of Dotdash Meredith long-term debt	30,000		30,000
Less: original issue discount	5,100		5,310
Less: unamortized debt issuance costs	9,762		10,215
Total Dotdash Meredith long-term debt, net	1,517,638		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 15	500,000		500,000


Less: unamortized debt issuance costs	4,531		4,716
Total ANGI Group long-term debt, net	495,469		495,284

Total long-term debt, net	$	2,013,107	$	2,019,759


	Three Months Ended March 31,
		2023		2022
		(In thousands)
Revenue
Dotdash Meredith
Digital		$	184,797	$	216,165
Print		207,016		289,978
Intersegment eliminations(a)		(4,231)		(5,672)
Total Dotdash Meredith		387,582		500,471
Angi Inc.
Domestic:
Ads and Leads		293,506		294,746
Services		32,059		76,450
Roofing		38,372		36,687
Domestic intersegment eliminations(b)		(1,462)		(1,677)
Total Domestic		362,475		406,206
International		29,932		29,953
Total Angi Inc.		392,407		436,159
Search		152,475		223,385
Emerging & Other		154,031		166,994
Intersegment eliminations		(2,224)		(1,664)
Total		$	1,084,271	$	1,325,345


	Three Months Ended March 31,
		2023		2022
		(In thousands)
Dotdash Meredith
Digital:
Advertising revenue		$	111,817	$	137,090
Performance marketing revenue		50,055		50,105
Licensing and other revenue		22,925		28,970
Total digital revenue		184,797		216,165
Print:
Subscription revenue		85,637		130,584
Advertising revenue		47,850		72,687
Newsstand revenue		32,246		31,239
Project and other revenue		28,109		33,025
Performance marketing revenue		13,174		22,443
Total print revenue		207,016		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.


	Three Months Ended March 31,
		2023		2022
		(In thousands)
Angi Inc.
Domestic:
Ads and Leads:
Consumer connection revenue		$	212,935	$	214,347
Advertising revenue		67,181		63,902
Membership subscription revenue		13,199		16,237
Other revenue		191		260
Total Ads and Leads revenue		293,506		294,746
Services revenue		32,059		76,450
Roofing revenue		38,372		36,687
Domestic intersegment eliminations(b)		(1,462)		(1,677)
Total Domestic revenue		362,475		406,206
International:
Consumer connection revenue		24,745		21,803
Service professional membership subscription revenue		5,058		7,856
Advertising and other revenue		129		294
Total International revenue		29,932		29,953
Total Angi Inc. revenue		$	392,407	$	436,159

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

Search
Advertising revenue:
Google advertising revenue		$	140,734	$	149,652
Non-Google advertising revenue		10,973		71,989
Total advertising revenue		151,707		221,641
Other revenue		768		1,744
Total Search revenue		$	152,475	$	223,385

Emerging & Other
Subscription revenue		$	86,400	$	94,547
Marketplace revenue		58,419		66,117
Media production and distribution revenue		3,615		546
Advertising revenue:
Non-Google advertising revenue		2,899		3,723
Google advertising revenue		263		608


	March 31, 2023				December 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)


	Three Months Ended March 31, 2023								Three Months Ended March 31, 2022
	Foreign Currency Translation Adjustment		Unrealized Gains (Losses) On Available-For-Sale Marketable Debt Securities		Unrealized Losses On Interest Rate Swaps		Accumulated Other Comprehensive Loss		Foreign Currency Translation Adjustment		Accumulated 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	2		—		—		2		2		2
Balance at March 31	$	(12,381)	$	27	$	(2,287)	$	(14,641)	$	765	$	765


	March 31, 2023		December 31, 2022
	(In thousands)
Long-lived assets (excluding goodwill, intangible assets and ROU assets):
United States	$	455,240	$	502,977
All other countries	6,631		7,637
Total	$	461,871	$	510,614


	Three Months Ended March 31, 2023
	Operating (Loss) Income		Stock-based Compensation Expense		Depreciation		Amortization 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 Leads	13,480		$	5,491	$	18,218	$	2,662	$	39,851
Services	(12,452)		$	4,209	$	6,075	$	—	$	(2,168)
Roofing	411		$	165	$	245	$	—	$	821
Other(c)	(14,939)		$	2,585	$	—	$	—	$	(12,354)
International	3,030		$	427	$	897	$	—	$	4,354
Search	10,770		$	—	$	21	$	—	$	10,791
Emerging & Other	11,445		$	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 International	704,840
Other income, net	23,749
Earnings before income taxes	554,821
Income tax provision	(139,502)
Net earnings	415,319
Net loss attributable to noncontrolling interests	2,456
Net earnings attributable to IAC shareholders	$	417,775


	Three Months Ended March 31, 2022
	Operating (Loss) Income(e)		Stock-based Compensation Expense		Depreciation		Amortization 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 Leads	15,486		$	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)
Search	25,079		$	—	$	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, net	6,699
Loss before income taxes	(311,357)
Income tax benefit	70,464
Net loss	(240,893)
Net loss attributable to noncontrolling interests	5,095
Net loss attributable to IAC shareholders	$	(235,798)


	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
	Pension				Postretirement		Pension				Postretirement
	Domestic		International		Domestic		Domestic		International		Domestic
	(In thousands)
Service cost	$	53	$	—	$	1	$	982	$	—	$	2
Interest cost	871		4,777		58		699		3,275		67
Expected return on plan assets	(501)		(4,771)		—		(1,578)		(4,624)		—

Actuarial loss recognition	240		—		—		12,532		24,988		—


Net periodic benefit cost	$	663	$	6	$	59	$	12,635	$	23,639	$	69


	March 31, 2023		December 31, 2022		March 31, 2022		December 31, 2021
	(In thousands)
Cash and cash equivalents	$	1,398,836	$	1,417,390	$	1,852,598	$	2,118,730
Restricted cash included in other current assets	1,081		1,165		21,183		1,941
Restricted cash included in other non-current assets	7,640		7,514		885		1,193

Total 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


Asset Category	March 31, 2023		December 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


	Three Months Ended March 31,
		2023		$ Change		% Change	2022
		(Dollars in thousands)
Dotdash Meredith
Digital		$	184,797	$	(31,368)	(15)%	$	216,165
Print		207,016		(82,962)		(29)%	289,978
Intersegment eliminations		(4,231)		1,441		25%	(5,672)
Total Dotdash Meredith		387,582		(112,889)		(23)%	500,471
Angi Inc.
Domestic
Ads and Leads		293,506		(1,240)		0%	294,746
Services		32,059		(44,391)		(58)%	76,450
Roofing		38,372		1,685		5%	36,687
Domestic intersegment eliminations		(1,462)		215		13%	(1,677)
Total Domestic		362,475		(43,731)		(11)%	406,206
International		29,932		(21)		0%	29,953
Total Angi Inc.		392,407		(43,752)		(10)%	436,159
Search		152,475		(70,910)		(32)%	223,385
Emerging & Other		154,031		(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 Debt:
Dotdash Meredith Term Loan A	$	328,125	$	332,500
Dotdash Meredith Term Loan B	1,234,375		1,237,500
Total Dotdash Meredith long-term debt	1,562,500		1,570,000
Less: current portion of Dotdash Meredith long-term debt	30,000		30,000
Less: original issue discount	5,100		5,310
Less: unamortized debt issuance costs	9,762		10,215
Total Dotdash Meredith long-term debt, net	1,517,638		1,524,475

ANGI Group Debt:
ANGI Group Senior Notes	500,000		500,000
Less: unamortized debt issuance costs	4,531		4,716
Total ANGI Group long-term debt, net	495,469		495,284

Total long-term debt, net	$	2,013,107	$	2,019,759


	Aggregate intrinsic value / fair value of awards outstanding		Estimated withholding taxes payable on vested shares and shares that will vest by March 31, 2024		Estimated withholding taxes payable on shares that will vest after March 31, 2024		Estimated 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 awards	228,585		68,586		44,528		2,175

Angi Inc.
Angi Inc. RSUs	61,800		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 awards	61,846		7,609		22,801
Total outstanding employee stock-based awards	$	290,431	$	76,195	$	67,329


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 2023	245,000	$	52.08	245,000	6,689,494
March 2023	1,531,000	$	51.01	1,531,000	5,158,494
Total	1,776,000	$	51.16	1,776,000	5,158,494


Exhibit Number	Description	Location
3.1	Restated Certificate of Incorporation of IAC Inc.	Exhibit 3.1 to the Registrant's Annual Repo rt on Form 10-K for the f iscal year ended D ecember 31, 2022.
3.2	Restated Certificate of Incorporation of IAC/InterActiveCorp.	Exhibit 3.1(c) to the Registrant ’s Current Report on Form 8-K filed on July 2, 2020.
3.3	Certificate of Amendment of Restated Certificate of Incorporation of IAC/InterActiveCorp.	Exhibit 4.2 to Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-251656), filed by the Re gistrant on May 26, 2021.
3.4	Certificate of Amendment of Restated Certificate of Incorporation of IAC Inc.	Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 12, 2022.
3.5	Certificate of Designations of Series A Cumulative Preferred Stock.	Exhibit 3.2 to the Registrant ’s Current Report on Form 8-K filed on July 2, 2020.
3.6	Amended and Restated By-Laws of IAC Inc.	Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed on August 12, 2022.
10.1	Amendment No. 1 to Employment Agreement, dated as of March 1, 2023, between IAC Inc. and Mark Stein.(1)(2)
10.2	Form of Notice and Terms and Conditions for 2023 Restricted Stock Unit Awards.(1)(2)
31.1	Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
31.2	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
31.3	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.(1)
32.1	Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(3)


32.2	Certification of the Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(3)
32.3	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act.(3)
101.INS	Inline XBRL Instance.(1)	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema.(1)
101.CAL	Inline XBRL Taxonomy Extension Calculation.(1)
101.DEF	Inline XBRL Taxonomy Extension Definition.(1)
101.LAB	Inline XBRL Taxonomy Extension Labels.(1)
101.PRE	Inline XBRL Taxonomy Extension Presentation.(1)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



Signature	Title	Date
/s/ CHRISTOPHER HALPIN	Executive Vice President, Chief Financial Officer and Chief Operating Officer	May 9, 2023
Christopher Halpin


									IAC INC.

									By: KENDALL HANDLER
									Name: Kendall Handler EVP & Chief Legal Officer

									EXECUTIVE

									MARK STEIN
									Mark Stein


Award Recipient:			[NAME]
Award:			[NUMBER] IAC restricted stock units ("RSUs") under the 2018 Stock and Annual Incentive Plan (the "2018 Plan"). Capitalized terms used (but not defined) in this Award Notice shall have the meanings set forth in the 2018 Plan.
Award Date:			[DATE]
Vesting Schedule:			Subject to: (i) the Terms and Conditions for your Award and the 2018 Plan, and (ii) your continued employment with IAC or any of its Subsidiaries, your Award shall, subject to the provisions of the 2018 Plan, vest as determined by the Committee.(1)
Impact of Termination of Employment:			Except as set forth in the Terms and Conditions for your Award, upon any termination of your employment with IAC or any of its Subsidiaries for any reason, any unvested portion of your Award shall be forfeited and canceled in its entirety effective immediately upon such termination of employment. If: (i) your employment is terminated for Cause or if you resign in anticipation of being terminated for Cause or (ii) following any termination of your employment for any reason, IAC becomes aware that during the two (2) years prior to such termination of employment there was an event or circumstance that constituted fraud (financial or otherwise) or would have been grounds for termination for Cause that caused or is reasonably likely to cause meaningful damage (economic, reputational or otherwise) to IAC and/or any of its Subsidiaries (the “Underlying Event”) (and which would not have been curable upon notice), then: (i) your Award, if then unvested, shall be forfeited and canceled in its entirety and (ii) if a portion of your Award will have vested after the Underlying Event, then IAC shall be entitled to recover from you at any time within two (2) years after such vesting, and you shall pay over to IAC, any amounts realized as a result of such vesting. This remedy shall be without prejudice to, or waiver of, any other remedies IAC and/or its Subsidiaries may have in such event.
Change in Control:			Upon a Termination of Employment in your case during the two (2) year period following a Change in Control of IAC other than for Cause or Disability or by you for Good Reason, the vesting of 100% of the RSUs shall be accelerated as of the date of such termination or resignation.
Dividend Rights:			No cash dividends will be paid on RSUs (or on the shares of Common Stock underlying the RSUs). Stock dividends, distributions and extraordinary, significant non-recurring cash dividends may result in an adjustment to the number of RSUs, as determined by the Compensation and Human Resources Committee of the IAC Board of Directors (or as otherwise provided by the Plan).
Form of Payout:			Vested RSUs held by employees in the United States are settled in the form of shares of Common Stock.
Withholding Taxes:			Upon vesting, RSUs are settled net of amounts necessary to cover withholding taxes, with shares of Common Stock withheld from vested awards for employees in the United States and cash withheld from vested awards for employees outside the United States.
Award Not An Employment Contract:			Your Award is not an employment or service contract. Nothing in this Award Notice or the 2018 Plan shall confer upon you any right to continue in the service of IAC or any of its Subsidiaries, nor shall the award of your RSUs interfere in any way with the rights of IAC or any of its Subsidiaries to terminate your service at any time, with or without Cause.
Terms and Conditions:			Your RSU award is subject to the related Terms and Conditions and to the 2018 Plan, which are incorporated herein by reference. You have been furnished with copies of these documents in connection with your receipt of this Award. You may also obtain copies of these documents from IAC’s human resources department. Without a complete review of these documents, you will not have a full understanding of all the material terms of your RSU award.


Dated:	May 9, 2023	/s/ BARRY DILLER
		Barry Diller Chairman and Senior Executive


Dated:	May 9, 2023	/s/ JOSEPH LEVIN
		Joseph Levin Chief Executive Officer