IAC 10-K Annual Report Dec. 31, 2022 | Alphaminr
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IAC 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsNote 13 Pension and Postretirement Benefit PlansItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 OrganizationNote 2 Summary Of Significant Accounting PoliciesNote 3 Business CombinationsNote 4 Goodwill and Intangible AssetsNote 5 Dotdash Meredith Restructuring Charges, Transaction-related Expenses and Change-in-control PaymentsNote 6 Financial Instruments and Fair Value MeasurementsNote 7 LeasesNote 8 Long-term DebtNote 9 Shareholders' EquityNote 10 Accumulated Other Comprehensive (loss) IncomeNote 11 Segment InformationNote 12 Stock-based CompensationNote 14 Income TaxesNote 15 (loss) Earnings Per ShareNote 16 Discontinued OperationsNote 17 Financial Statement DetailsNote 18 ContingenciesNote 19 Related Party TransactionsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of October 6, 2021, by and among, Meredith, New Meredith, Dotdash and, for certain limited purposes set forth therein, IAC/InterActiveCorp. Filed as Exhibit 2.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on October 7, 2021. 2.2 Separation Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021. Filed As Exhibit 2.1 to IAC/InterActiveCorp's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021. 2.3 Agreement and Plan or Merger by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. and Care.com, Inc., dated December 20, 2019.(1) Filed as Exhibit 2.1 to Old IACs Current Report on Form 8-K, filed on December 23, 2019. 2.5 Amendment No. 1, dated April 28, 2020, to the Transaction Agreement, dated as of December 19, 2019, by and among Old IAC, IAC/InterActiveCorp, Valentine Merger Sub LLC and Match Group, Inc. Filed as Exhibit 2.1 to Old IACs Current Report on Form 8-K, filed on April 28, 2020. 2.6 Amendment No. 2, dated June 22, 2020, to the Transaction Agreement, dated as of December 19, 2019, by and among Old IAC, IAC/InterActiveCorp, Valentine Merger Sub LLC and Match Group, Inc. Filed as Exhibit 2.1 to Old IACs Current Report on Form 8-K, filed on June 22, 2020. 2.7 Agreement and Plan of Merger, dated as of May1, 2017, by and among Angies List,Inc.,IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub,Inc.(1) Annex B to the Proxy Statement/Prospectus filed on August 30, 2017 by ANGI Homeservices Inc. pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended. 3.1 Restated Certificate of Incorporation of IAC Inc. (2) 3.2 Restated Certificate of Incorporation of IAC/InterActiveCorp. Filed as Exhibit 3.1(c) to IAC/InterActiveCorps 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 the Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-251656), filed by IAC/InterActiveCorp on May 26, 2021. 3.4 Certificate of Amendment of Restated Certificate of Incorporation of IAC Inc. Exhibit 3.1to IAC Inc.'s Current Report on Form 8-K, filed on August 12, 2022. 3.5 Amended and Restated By-laws of IAC, Inc. Exhibit 3.2toIAC Inc.'sCurrent Report on Form 8-K, filed onAugust12, 2022. 3.6 Certificate of Designations of Series A Cumulative Preferred Stock. Filed as Exhibit 3.2 to IAC/InterActiveCorps Current Report on Form 8-K filed on July 2, 2020. 4.1 Description of IAC Inc. Capital Stock.(2) 4.2 Indenture, dated as of August 20, 2020, among ANGI Group, LLC, the guarantors party thereto and Computershare Trust Company, N.A., as trustee. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed by ANGI Homeservices Inc.on August 20, 2020. 10.1 Amended and Restated Governance Agreement, dated as of August 9, 2005, among IAC/InterActiveCorp, Liberty Media Corporation and Barry Diller. Filed as Exhibit 10.1 to Old IACs Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005. 10.2 Letter Agreement, dated as of December 1, 2010, by and among IAC/InterActiveCorp, Liberty Media Corporation, Liberty USA Holdings, LLC and Barry Diller. Filed as Exhibit 10.1 to Old IACs Current Report on Form 8-K, filed on December 6, 2010. 10.3 Letter Agreement, dated as of December 1, 2010, by and between IAC/InterActiveCorp and Barry Diller. Filed as Exhibit 10.2 to Old IACs Current Report on Form 8-K, filed on December 6, 2010. 10.4 Credit Agreement, dated as of December 1, 2021, by and among Dotdash Meredith, Inc., as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto. Filed as Exhibit 10.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on December 1, 2021. 10.5 IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.(3) Filed as Exhibit 10.1 to Old IACs Current Report on Form 8-K, filed on June 29, 2018. 10.6 Form of Notice and Terms and Conditions for 2020 Five- Year Restricted Stock Unit Awards.(3) Filed as Exhibit 10.7 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 10.7 IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(3) Filed as Exhibit 10.1 to Old IACs Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013. 10.8 Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(3) Filed as Exhibit 10.6 to Old IACs Annual Report on Form 10-K for the fiscal year ended December 31, 2013. 10.10 Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(3) Filed as Exhibit 10.7 to Old IACs Annual Report on Form 10-K for the fiscal year ended December 31, 2008. 10.11 IAC/InterActiveCorp Amended and Restated 2005 Stock and Annual Incentive Plan (effective December 17, 2008).(3) Filed as Exhibit 10.8 to Old IACs Annual Report on Form 10-K for the fiscal year ended December 31, 2008. 10.12 Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(3) Filed as Exhibit 10.1 to Old IACs Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008. 10.13 Summary of Non-Employee Director Compensation Arrangements.(3) Filed as Exhibit 10.16 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 10.14 2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors.(3) Filed as Exhibit 10.1 to Old IAC's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011. 10.15 Equity and Bonus Compensation Arrangement, dated as of August 24, 1995, between Barry Diller and the Registrant.(3) Filed as Exhibit 10.26 to Old IACs Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 10.16 Employment Agreement between Joseph Levin and IAC/InterActiveCorp, dated as of November 5, 2020.(3) Filed as Exhibit 10.1 to IAC/InterActiveCorps Current Report on Form 8-K, filed on November 6, 2020. 10.17 Amended and Restated Restricted Stock Agreement, dated as of June 7, 2021, by and between Joseph Levin and IAC/InterActiveCorp.(3) Filed as Exhibit 10.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on June 8, 2021. 10.18 Second Amended and Restated Employment Agreement between Victor A. Kaufman and IAC/InterActiveCorp, dated as of March 15,2012.(3) Filed as Exhibit 10.1 to Old IACs Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012. 10.19 Employment Agreement between Christopher Halpin and IAC/InterActiveCorp, dated as of January 4, 2022.(3) Filed as Exhibit 10.19 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 10.20 Employment Agreement between Mark Stein and IAC/InterActiveCorp, dated as of June 28, 2018.(3) Filed as Exhibit 10.2 to Old IACs Current Report on Form 8-K, filed on June 29, 2018. 10.21 Employment Agreement between Kendall Handler and IAC/InterActiveCorp, dated as of December 31, 2020.(3) Filed as Exhibit 10.25 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 10.22 Google Services Agreement, dated as of October 26, 2015, between IAC/InterActiveCorp and Google Inc.(4)(5) Filed as Exhibit 10.26 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 10.23 Amendment No. 3 to Google Services Agreement, dated as of February 11, 2019 (with an effective date of April 1, 2020), between IAC/InterActiveCorp and Google LLC.(4)(5) Filed as Exhibit 10.27 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. 10.24 Amendment No. 4 to Google Services Agreement, dated as of August 23, 2021 (with an effective date of August 1, 2021), between IAC/InterActiveCorp and Google LLC and certain of their respective subsidiaries.(4) Filed as Exhibit 10.1 to IAC/InterActiveCorp's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021. 10.25 Employee Matters Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021. Filed as Exhibit 10.2 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on May 28, 2021. 10.26 Tax Matters Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021. Filed as Exhibit 10.3 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on May 28, 2021. 10.27 Transition Services Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021. Filed as Exhibit 10.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on May 28, 2021. 10.28 Amended and Restated Employee Matters Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp and Match Group, Inc. Filed as Exhibit 10.3 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on July 2, 2020. 10.29 Tax Matters Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp and Match Group, Inc. Filed as Exhibit 10.2 to IAC/InterActiveCorps Current Report on Form 8-K, filed on July 2, 2020. 10.30 Transition Services Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp and Match Group, Inc. Filed as Exhibit 10.1 to IAC/InterActiveCorps Current Report on Form 8-K, filed on July 2, 2020. 10.31 Contribution Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. Filed as Exhibit 2.1 to Old IACs Current Report on Form 8-K, filed on October 2, 2017. 10.32 Employee Matters Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.(1) Filed as Exhibit 2.5 to Old IACs Current Report on Form 8-K, filed on October 2, 2017. 10.33 Investor Rights Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. Filed as Exhibit 2.2 to Old IACs Current Report on Form 8-K, filed on October 2, 2017. 10.34 Tax Sharing Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. Filed as Exhibit 2.4 to Old IACs Current Report on Form 8-K, filed on October 2, 2017. 10.35 Services Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.(1) Filed as Exhibit 2.3 to Old IACs Current Report on Form 8-K, filed on October 2, 2017. 21.1 Subsidiaries of the Registrant as of December31, 2022.(2) 23.1 Consent of Ernst& YoungLLP.(2) 31.1 Certification of the Chairman and Senior Executive pursuant to Rule13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002.(2) 31.2 Certification of the Chief Executive Officer pursuant to Rule13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002.(2) 31.3 Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Rule13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002.(2) 32.1 Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.(6) 32.2 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.(6) 32.3 Certification of the Chief Financial Officer and Chief Operating Officer pursuant to 18 U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.(6) 99.1 Voting Agreement, dated as of November 5, 2020, by and among Barry Diller, The Arrow 1999 Trust, dated September 16, 1999, as amended, The AVF Trust U/A/D February 17, 2016, The TVF Trust U/A/D February 17, 2016, The TALT Trust U/A/D February 17, 2016, and Joseph M. Levin. Filed as Exhibit 99.1 to IAC/InterActiveCorps Current Report on Form 8-K, filed on November 6, 2020.