EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share attributable to IAC shareholders:



	Three Months Ended June 30,
	2018						2017
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Net earnings	$	280,854		$	280,854		$	80,557		$	80,557
Net earnings attributable to noncontrolling interests	(62,501		)	(62,501		)	(14,289		)	(14,289		)
Impact from public subsidiaries' dilutive securities ^(a)	—			(6,994		)	—			(7,925		)
Net earnings attributable to IAC shareholders	$	218,353		$	211,359		$	66,268		$	58,343

Denominator:
Weighted average basic shares outstanding	83,604			83,604			79,067			79,067
Dilutive securities ^{(a) (b) (c) (d)}	—			7,330			—			4,711
Denominator for earnings per share—weighted average shares^{(a) (b) (c) (d)}	83,604			90,934			79,067			83,778

Earnings per share attributable to IAC shareholders:
Earnings per share	$	2.61		$	2.32		$	0.84		$	0.70



	Six Months Ended June 30,
	2018						2017
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Net earnings	$	368,693		$	368,693		$	109,020		$	109,020
Net earnings attributable to noncontrolling interests	(79,258		)	(79,258		)	(16,543		)	(16,543		)
Impact from public subsidiaries' dilutive securities ^(a)	—			(12,569		)	—			(10,355		)
Net earnings attributable to IAC shareholders	$	289,435		$	276,866		$	92,477		$	82,122

Denominator:
Weighted average basic shares outstanding	83,296			83,296			78,633			78,633
Dilutive securities ^{(a) (b) (c) (d)}	—			7,438			—			4,510
Denominator for earnings per share—weighted average shares^{(a) (b) (c) (d)}	83,296			90,734			78,633			83,143

Earnings per share attributable to IAC shareholders:
Earnings per share	$	3.47		$	3.05		$	1.18		$	0.99

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^(a)	For the three and six months ended June 30, 2018, it is more dilutive for IAC to settle certain MTCH and ANGI equity awards. For the three and six months ended June 30, 2017, it is more dilutive for MTCH to settle certain MTCH equity awards. The impact from ANGI’s dilutive securities is not applicable for periods prior to the Combination.

^(b)

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, warrants and subsidiary denominated equity, exchange of the Company's Exchangeable Notes and vesting of restricted stock units ("RSUs"). For the three and six months ended June 30, 2018, 3.4 million and 6.9 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For the three and six months ended June 30, 2017, less than 0.1 million and 0.5 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

^(c)

Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For both the three and six months ended June 30, 2018, 0.2 million shares underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met. For both the three and six months ended June 30, 2017, 0.4 million shares underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.


^(d)	It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; therefore, the Exchangeable Notes are only dilutive for periods during which the average price of IAC common stock exceeds the approximate $152.18 per share exchange price per $1,000 principal amount of the Exchangeable Notes.