EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2019

Schedule of Computation of Basic and Diluted Earnings (Loss) Per Share

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



	Three Months Ended September 30,
	2019						2018
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Net earnings	$	159,772		$	159,772		$	171,577		$	171,577
Net earnings attributable to noncontrolling interests	(31,228		)	(31,228		)	(25,803		)	(25,803		)
Impact from publicly-traded subsidiaries' dilutive securities ^(a)	—			(7,342		)	—			(8,336		)
Net earnings attributable to IAC shareholders	$	128,544		$	121,202		$	145,774		$	137,438

Denominator:
Weighted average basic shares outstanding	84,393			84,393			83,433			83,433
Dilutive securities^{(a) (b) (c) (d)}	—			5,095			—			8,542
Denominator for earnings per share—weighted average shares ^{(a) (b) (c) (d)}	84,393			89,488			83,433			91,975

Earnings per share attributable to IAC shareholders:
Earnings per share	$	1.52		$	1.35		$	1.75		$	1.49



	Nine Months Ended September 30,
	2019						2018
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Net earnings	$	419,548		$	419,548		$	540,270		$	540,270
Net earnings attributable to noncontrolling interests	(88,842		)	(88,842		)	(105,061		)	(105,061		)
Impact from publicly-traded subsidiaries' dilutive securities ^(a)	—			(20,174		)	—			(19,490		)
Net earnings attributable to IAC shareholders	$	330,706		$	310,532		$	435,209		$	415,719

Denominator:
Weighted average basic shares outstanding	84,147			84,147			83,342			83,342
Dilutive securities ^{(a) (b) (c) (d)}	—			5,799			—			8,076
Denominator for earnings per share—weighted average shares ^{(a) (b) (c) (d)}	84,147			89,946			83,342			91,418

Earnings per share attributable to IAC shareholders:
Earnings per share	$	3.93		$	3.45		$	5.22		$	4.55

_____________________

^(a)

IAC has the option to settle certain MTCH and ANGI stock-based awards in its shares. For the three and nine months ended September 30, 2019 and for the three months ended September 30, 2018, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards. For the nine months ended September 30, 2018, it is more dilutive for IAC to settle certain MTCH and ANGI equity awards.

^(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. For the three and nine months ended September 30, 2019, 7.7 million and 11.2 million, respectively, potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive. For both the three and nine months ended

September 30, 2018, 3.4 million potentially dilutive securities 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 three and nine months ended September 30, 2019, 0.3 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 nine months ended September 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.

^(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, $302.77 and $291.35 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes and the 2030 Exchangeable Notes, respectively. The average price of IAC common stock was $238.90 and $223.32 for the three and nine months ended September 30, 2019, respectively, and the dilutive impact of the 2022 Exchangeable Notes, which is the only series of Exchangeable Notes that is currently dilutive, was 1.2 million and 1.1 million shares, respectively.

For the three and nine months ended September 30, 2018, the average price of IAC common stock was $181.60 and $160.85, respectively, and the dilutive impact of the 2022 Exchangeable Notes was 0.6 million and 0.2 million shares, respectively.