-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VzylbOwJMm9PvC8BCbb5R/VXJC/pQQsoVtmUS4mNq9i9/GBC3hidMlYmX4JoC1NI wTF4DFToSbYsVKJK7teV+A== 0001104659-06-006787.txt : 20060208 0001104659-06-006787.hdr.sgml : 20060208 20060208104710 ACCESSION NUMBER: 0001104659-06-006787 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060208 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IAC/INTERACTIVECORP CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20570 FILM NUMBER: 06587527 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123147300 MAIL ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVECORP DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: USA INTERACTIVE DATE OF NAME CHANGE: 20020508 FORMER COMPANY: FORMER CONFORMED NAME: USA NETWORKS INC DATE OF NAME CHANGE: 19980223 8-K 1 a06-4552_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  February 8, 2006

 

IAC/INTERACTIVECORP

(Exact name of Registrant as specified in charter)

 

Delaware

 

0-20570

 

59-2712887

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

152 West 57th Street, New York, NY

 

10019

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:    (212) 314-7300

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 2.02   Results of Operations and Financial Condition/Item 7.01 Regulation FD Disclosure

 

On February 8, 2006, the Registrant issued a press release announcing its results for the quarter and year ended December 31, 2005.  The full text of this press release, appearing in Exhibit 99.1 hereto, is incorporated herein by reference.

 

The attached document is furnished under both Item 2.02 “Results of Operations and Financial Condition” and Item 7.01 “Regulation FD Disclosure.”

 

The attached document refers to non-GAAP measures, within the meaning of Regulation G.  Below is additional information regarding those non-GAAP measures.

 

IAC’S PRINCIPLES OF FINANCIAL REPORTING

 

IAC reports Operating Income Before Amortization, Adjusted Net Income, Adjusted EPS and Free Cash Flow, all of which are supplemental measures to GAAP. These measures are among the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measures as set forth in the exhibit attached hereto and which we discuss below.

 

Definitions of IAC’s Non-GAAP Measures

 

Operating Income Before Amortization is defined as operating income excluding: (1) amortization of non-cash compensation, distribution and marketing expense, (2) amortization of intangibles and goodwill impairment, if applicable, (3) pro forma adjustments for significant acquisitions, if applicable, and (4) one-time items, if applicable. See below for explanations of these adjustments. We believe this measure is useful to investors because it represents the consolidated operating results from IAC’s segments, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to IAC’s statement of operations of certain expenses, including non-cash compensation, non-cash marketing expense, and acquisition-related accounting.

 

Adjusted Net Income generally captures all items on the statement of operations that have been, or ultimately will be, settled in cash and is defined as net income available to common shareholders excluding, net of tax and minority interest, (1) amortization of non-cash compensation, distribution and marketing expense, (2) amortization of intangibles and goodwill impairment, if applicable, (3)  pro forma adjustments for significant acquisitions, if applicable, (4) equity income or loss from IAC’s 5.44% interest in Vivendi Universal Entertainment LLLP (“VUE”) and gain on the sale of IAC’s interest in VUE, (5) non-cash income or expense reflecting changes in the fair value of the derivatives created in the Expedia spin-off as a result of

 

2


 

both IAC and Expedia shares being issuable upon the conversion of the Ask Jeeves notes and the exercise of certain IAC warrants, (6) one-time items, if applicable, and (7) discontinued operations. We believe Adjusted Net Income is useful to investors because it represents IAC’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses.

 

Adjusted EPS is defined as Adjusted Net Income divided by weighted fully diluted shares outstanding for Adjusted EPS purposes. We include dilution from options and warrants per the treasury stock method and include all shares relating to restricted stock/share units (“RSUs”) in shares outstanding for Adjusted EPS. This differs from the GAAP method for including RSUs, which treats them on a treasury method basis. In addition, convertible instruments are assumed to be converted in determining shares outstanding for Adjusted EPS, if the effect is dilutive. Shares outstanding for Adjusted EPS purposes are therefore higher than shares outstanding for GAAP EPS purposes. We believe Adjusted EPS is useful to investors because it represents, on a per share basis, IAC’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses. Adjusted Net Income and Adjusted EPS have the same limitations as Operating Income Before Amortization, and in addition Adjusted Net Income and Adjusted EPS do not account for IAC’s former passive ownership in VUE. Therefore, we think it is important to evaluate these measures along with our consolidated statement of operations.

 

Free Cash Flow is defined as net cash provided by operating activities, including preferred dividends received from VUE, less capital expenditures and preferred dividends paid by IAC. For purposes of Free Cash Flow, we also include changes in warehouse loans payable in Lending due to the close connection that exists with changes in loans held for sale which are included in cash provided by operations.  In addition, Free Cash Flow excludes the tax payments related to the sale of IAC’s interests in VUE due to the exclusion of the proceeds on the sale from cash provided by operating activities. We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account cash movements that are non-operational.  Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures. For example, it does not take into account stock repurchases. Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

 

We endeavor to compensate for the limitations of the non-GAAP measures presented by providing the comparable GAAP measures, GAAP financial statements, and descriptions of the reconciling items and adjustments, including quantifying such items, to derive the non-GAAP measures.

 

3


 

Pro Forma Results

 

We will only present Operating Income Before Amortization, Adjusted Net Income and Adjusted EPS on a pro forma basis if we view a particular transaction as significant in size or transformational in nature. For the periods presented in the attached exhibit, there are no transactions that we have included on a pro forma basis.

 

One-Time Items
 

Operating Income Before Amortization is presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. GAAP results include one-time items.  For the periods presented in the attached exhibit, Operating Income Before Amortization is not adjusted for any one-time items.

 

Non-Cash Expenses That Are Excluded From Our Non-GAAP Measures

 

Amortization of non-cash compensation expense consists of restricted stock and options expense, which, for the full year 2005, relates mostly to the treatment of options in connection with the spin-off of Expedia and unvested options assumed by IAC in acquisitions. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding. Non-cash compensation also includes the expense associated with grants of restricted stock units for compensation purposes. We view the true cost of these RSUs as the dilution to our share base, and as such all RSUs are included in our shares outstanding for Adjusted EPS purposes.

 

Amortization of non-cash distribution and marketing expense consists of non-cash advertising secured from Universal Television as part of the transaction pursuant to which VUE was created. The non-cash advertising from Universal is available for television advertising primarily on the USA and Sci Fi cable channels without any cash cost. Ticketmaster and Match.com also recognized non-cash distribution and marketing expense related to barter arrangements, which expired in March 2004, for distribution secured from third parties, whereby advertising was provided by Ticketmaster and Match.com to a third party in return for distribution over the third party’s network.

 

Amortization of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as supplier contracts and customer relationships, are valued and amortized over their estimated lives. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we believe that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs and will not be replaced with cash costs when the intangibles are fully amortized.

 

Equity income or loss from IAC’s 5.44% common interest in VUE is excluded from Adjusted Net Income and Adjusted EPS because IAC has no operating control over VUE, has no way to forecast this business, and does not consider the results of VUE in evaluating the performance of IAC’s businesses.  The gain from the sale in June 2005 of IAC’s interests in VUE is excluded from Adjusted Net Income and Adjusted EPS for similar reasons.

 

4


 

Non-cash income or expense reflecting changes in the fair value of the derivatives created in the Expedia spin-off is excluded from Adjusted Net Income and Adjusted EPS because the obligations underlying these derivatives, which relate to the Ask Jeeves Zero Coupon Convertible Subordinated Debentures due 2008 and certain IAC warrants, are expected to ultimately be settled in shares of IAC common stock and Expedia common stock, and not in cash.

 

Free Cash Flow

 

We look at Free Cash Flow as a measure of the strength and performance of our businesses, not for valuation purposes. In our view, applying “multiples” to Free Cash Flow is inappropriate because it is subject to timing, seasonality and one-time events. We manage our business for cash and we think it is of utmost importance to maximize cash – but our primary valuation metrics are Operating Income Before Amortization and Adjusted EPS.  In addition, because Free Cash Flow is subject to timing, seasonality and one-time events, we believe it is not appropriate to annualize quarterly Free Cash Flow results.

 

RECONCILIATION

 

Set forth below is a reconciliation of Revenue, Operating Income Before Amortization and Operating Income, excluding results from Ask Jeeves, Cornerstone and spin-off expenses:

 

(Dollars in millions)

 

 

Q4 2005

 

Q4 2004

 

Variance

 

FY 2005

 

FY 2004

 

Variance

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

IAC (as reported)

 

$

1,792.3

 

$

1,235.2

 

45.1

%

$

5,753.7

 

$

4,188.3

 

37.4

%

Less Ask Jeeves/Cornerstone

 

351.8

 

—

 

—

 

818.9

 

—

 

—

 

IAC (Adjusted)

 

$

1,440.5

 

$

1,235.2

 

16.6

%

$

4,934.8

 

$

4,188.3

 

17.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME BEFORE AMORTIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

IAC (as reported)

 

$

276.4

 

$

165.8

 

66.7

%

$

668.3

 

$

421.6

 

58.5

%

Less Ask Jeeves/Cornerstone/Spin-off expenses

 

46.9

 

—

 

—

 

59.5

 

—

 

—

 

IAC (Adjusted)

 

$

229.6

 

$

165.8

 

38.5

%

$

608.8

 

$

421.6

 

44.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

IAC (as reported)

 

$

200.1

 

$

(84.3

)

nm

 

$

344.2

 

$

(20.2

)

nm

 

Less Ask Jeeves/Cornerstone/Spin-off expenses

 

31.5

 

—

 

—

 

29.1

 

—

 

—

 

IAC (Adjusted)

 

$

168.5

 

$

(84.3

)

nm

 

$

315.2

 

$

(20.2

)

nm

 

 

5


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

IAC/INTERACTIVECORP

 

 

 

 

 

By:

/s/ Gregory R. Blatt

 

 

Name:

Gregory R. Blatt

 

Title:

Executive Vice President and

 

 

General Counsel

 

 

Date: February 8, 2006

 

 

6


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of IAC/InterActiveCorp dated February 8, 2006.

 

7

 EX-99.1 2 a06-4552_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

 

IAC REPORTS Q4 RESULTS

 

NEW YORK—February 8, 2006—IAC/InterActiveCorp (Nasdaq: IACI) reported Q4 2005 results today.

 

SUMMARY RESULTS

$  in millions (except per share amounts)

 

 

 

Q4 2005

 

Q4 2004

 

Growth

 

FY 2005

 

FY 2004

 

Growth

 

Revenue

 

$

1,792.3

 

$

1,235.2

 

45

%

$

5,753.7

 

$

4,188.3

 

37

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income Before Amortization

 

$

276.4

 

$

165.8

 

67

%

$

668.3

 

$

421.6

 

59

%

Adjusted Net Income

 

$

180.1

 

$

157.9

 

14

%

$

472.4

 

$

370.7

 

27

%

Adjusted EPS

 

$

0.52

 

$

0.41

 

24

%

$

1.33

 

$

0.99

 

34

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss)

 

$

200.1

 

$

(84.3

)

NM

 

$

344.2

 

$

(20.2

)

NM

 

Net Income (Loss)

 

$

113.1

 

$

(45.9

)

NM

 

$

868.2

 

$

151.8

 

472

%

GAAP Diluted EPS

 

$

0.33

 

$

(0.13

)

NM

 

$

2.46

 

$

0.41

 

502

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See reconciliation of GAAP to non-GAAP measures beginning on page 14.

 

 

 

 

 

Overall Highlights

 

•                  IAC delivered record results in Q4, with strong growth from most of the company’s established and earlier stage businesses, as well as contributions from recently acquired businesses.

 

•                  Operating Income Before Amortization margins increased by 200 basis points in Q4 versus the prior year period.

 

•                  IAC generated $702 million in Free Cash Flow during 2005, while net cash used in operating activities attributable to continuing operations of $72 million was adversely impacted primarily by tax payments related to the sale of our interests in VUE of $863 million, which is excluded from Free Cash Flow. (Please see page 14.)

 

•                  IAC repurchased 15.2 million shares of its common stock between October 1, 2005 and January 5, 2006, at an average price of $26.48, completing its prior authorization. IAC also announced that its Board of Directors authorized IAC to repurchase up to an additional 42 million shares of common stock.  (Please see page 9.)

 

•                  The comparison of Q4 and full year operating income and net income with the prior year period is affected by a goodwill impairment charge in Q4 2004. Full year 2005 net income benefited from gains from the sale of Euvia and VUE interests. (Please see page 8.)

 

Q4 Sector Highlights

 

•                  Retailing growth benefited from the inclusion of Cornerstone Brands, reflecting the company’s efforts to diversify and add depth to the sector’s offering through multiple channels, as well as strong online demand.  HSN’s revenue increased modestly, with its profits growing slightly faster, versus the year-ago period.

 

•                  Services results were led by a 24% increase in worldwide ticket sales in Ticketing and significant growth at LendingTree, particularly from closing loans in its own name.

 

•                  Media & Advertising results were led by the inclusion of Ask Jeeves, whose share of U.S. search queries was 6.3% in December, up 20% over the prior year period, growing fastest among the major search engines on a percentage basis, and down 1% from a seasonally strong September (source: comScore). Citysearch completed its first year of profitability and substantially grew unique users.

 

•                  Membership & Subscriptions growth was driven by a 21% increase in paid subscribers in Personals and improved results in Vacations. Performance in Discounts was disappointing during its seasonally important fourth quarter.

 

•                  IAC’s new Emerging Businesses include Pronto, a first-of-its kind desktop shopping comparison service, and Programming, which will encompass the company’s initiatives in the development, acquisition and distribution of multi-platform content.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

1


 

SECTOR RESULTS

 

Sector results for the fourth quarter ended December 31 were as follows ($ in millions):

 

 

 

Q4 2005

 

Q4 2004

 

Growth

 

REVENUE

 

 

 

 

 

 

 

Retailing

 

$

940.9

 

$

660.3

 

42

%

Services

 

475.5

 

326.4

 

46

%

Media & Advertising

 

109.5

 

9.9

 

1011

%

Membership & Subscriptions

 

261.8

 

242.4

 

8

%

Emerging Businesses

 

10.3

 

4.7

 

121

%

Other

 

(5.6

)

(8.4

)

33

%

Total

 

$

1,792.3

 

$

1,235.2

 

45

%

 

 

 

 

 

 

 

 

OPERATING INCOME BEFORE AMORTIZATION

 

 

 

 

 

 

 

Retailing

 

$

110.3

 

$

73.9

 

49

%

Services

 

83.8

 

48.4

 

73

%

Media & Advertising

 

20.3

 

(2.0

)

NM

 

Membership & Subscriptions

 

89.9

 

79.9

 

13

%

Emerging Businesses

 

(4.1

)

0.7

 

NM

 

Corporate and other

 

(23.9

)

(35.2

)

32

%

Total

 

$

276.4

 

$

165.8

 

67

%

 

 

 

 

 

 

 

 

OPERATING INCOME (LOSS)

 

 

 

 

 

 

 

Retailing

 

$

94.5

 

$

60.4

 

57

%

Services

 

67.6

 

(154.5

)

NM

 

Media & Advertising

 

7.7

 

(2.1

)

NM

 

Membership & Subscriptions

 

81.1

 

69.9

 

16

%

Emerging Businesses

 

(4.3

)

(2.8

)

-55

%

Corporate and other

 

(46.5

)

(55.2

)

16

%

Total

 

$

200.1

 

$

(84.3

)

NM

 

 

Please see discussion of financial and operating results beginning on page 3, and reconciliations to the comparable GAAP measures and further segment detail beginning on page 14.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

2


 

DISCUSSION OF FINANCIAL AND OPERATING RESULTS

 

RETAILING

 

 

 

Q4 2005

 

Q4 2004

 

Growth

 

 

 

$ in millions

 

 

 

 

Revenue

 

 

 

 

 

 

 

U.S.

 

$

841.6

 

$

562.9

 

50

%

International

 

99.3

 

97.5

 

2

%

 

 

$

940.9

 

$

660.3

 

42

%

Operating Income Before Amortization

 

 

 

 

 

 

 

U.S.

 

$

104.3

 

$

68.4

 

53

%

International

 

6.0

 

5.6

 

7

%

 

 

$

110.3

 

$

73.9

 

49

%

Operating Income

 

 

 

 

 

 

 

U.S.

 

$

88.9

 

$

55.1

 

61

%

International

 

5.6

 

5.2

 

8

%

 

 

$

94.5

 

$

60.4

 

57

%

 

U.S. Retailing growth was driven primarily by the inclusion of Cornerstone Brands, which was acquired in April 2005 and accordingly is not reflected in the prior year results, as well as strong online demand.  HSN overall experienced modest revenue growth, with higher sales in Ready-to-Wear, Home Fashions and Home Hard Goods but slightly lower sales in Jewelry. HSN’s average price point increased by 4% over the prior year period on steady unit volume, which was partially offset by a higher average return rate due to product mix shifts.  Although still in an early stage of integration, the sale of Cornerstone products through HSN channels nearly doubled from the third quarter.

 

U.S. Retailing profit margins improved slightly versus the year-ago period.  Operating efficiencies were partially offset by the inclusion of Cornerstone (catalogs have relatively higher operating expenses) as well as gross margin declines at HSN resulting primarily from increased shipping and handling promotions.

 

International Retailing revenue grew by 2%, or 11% excluding the impact of foreign exchange, due to an increase in online sales and growth in Household and Cosmetics, partially offset by higher return rates. Profits also benefited from lower depreciation expense. In addition, the prior year reflects a settlement received related to a receivable that had been previously written off.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

3


 

SERVICES

 

 

 

Q4 2005

 

Q4 2004

 

Growth

 

 

 

$ in millions

 

Revenue

 

 

 

 

 

 

 

Ticketing

 

$

253.5

 

$

188.9

 

34

%

Lending

 

101.0

 

45.3

 

123

%

Real Estate

 

14.6

 

12.2

 

19

%

Teleservices

 

95.9

 

75.0

 

28

%

Home Services

 

10.5

 

5.0

 

109

%

 

 

$

475.5

 

$

326.4

 

46

%

Operating Income Before Amortization

 

 

 

 

 

 

 

Ticketing

 

$

59.1

 

$

38.3

 

54

%

Lending

 

13.9

 

7.4

 

87

%

Real Estate

 

(2.9

)

(1.2

)

-131

%

Teleservices

 

11.6

 

3.8

 

207

%

Home Services

 

2.1

 

0.1

 

2873

%

 

 

$

83.8

 

$

48.4

 

73

%

Operating Income (Loss)

 

 

 

 

 

 

 

Ticketing

 

$

51.8

 

$

31.6

 

64

%

Lending

 

8.7

 

1.1

 

717

%

Real Estate

 

(5.6

)

(3.7

)

-51

%

Teleservices

 

11.6

 

(181.0

)

NM

 

Home Services

 

1.2

 

(2.5

)

NM

 

 

 

$

67.6

 

$

(154.5

)

NM

 

 

Services results were driven by strong concert and sporting event sales in Ticketing and significant growth at LendingTree, particularly from closing loans in its own name.

 

Ticketing results were driven by a 24% increase in worldwide ticket sales and 6% higher average revenue per ticket in part due to a higher mix of live music and sporting events. Domestic revenue increased 31%, due to higher ticket volumes and higher average revenue per ticket. International revenue grew by 43%, or 49% excluding the impact of foreign exchange, due primarily to the purchase of the remaining interest in the Australian joint venture (April 2005) and higher ticket sales in Canada and the United Kingdom. International acquisitions represented 15% of Ticketing’s overall revenue growth. Profit margin growth was attributable to operational leverage resulting from increased ticket volumes, increased average revenue per ticket, and sales distribution efficiencies, partially offset by an increase in domestic ticket royalties.

 

Lending revenue benefited from a 23% increase in loan closings (in dollars) on a 50% increase in transmitted QFs, and to a greater extent, the sale into the secondary market of loans LendingTree has closed in its own name. Refinance mortgages performed strongly and increased as a percentage of revenue from the prior year. Revenue from home equity loans grew strongly over the prior year period, while home purchase loan revenue showed a more modest increase. Revenue growth was also driven by price increases on the LendingTree exchange during 2005.  Operating Income Before Amortization was impacted by an accrual related to an adverse legal judgment, partially offset by lower marketing expenses as a percentage of revenue. Operating income benefited from decreased amortization of intangibles related to acquisitions.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

4


 

SERVICES—continued

 

Prior to Q4 2005, certain direct origination and other processing costs associated with loans sold had been reported as operating expenses.  These costs are now reported as a reduction to revenue beginning in Q4 2005, and have been reclassified in earlier periods to conform to the new presentation.  There is no impact from this change to 2004 results, nor does it impact Operating Income Before Amortization or operating income for any period. The effect of this reclassification on a quarterly basis is presented as follows:

 

Lending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2005

 

 

 

Q1

 

Q2

 

Q3

 

Q4

 

 

 

($ in millions)

 

 

 

 

 

 

 

 

 

 

 

Revenue, as originally reported

 

$

94.0

 

$

115.5

 

$

142.8

 

$

101.0

 

Reclassification

 

(22.0

)

(30.1

)

(33.4

)

—

 

Revenue, as reclassified

 

$

72.0

 

$

85.4

 

$

109.4

 

$

101.0

 

 

 

 

 

 

 

 

 

 

 

Operating Income Before Amortization, as originally reported

 

$

15.3

 

$

20.9

 

$

30.6

 

$

13.9

 

Reclassification

 

—

 

—

 

—

 

—

 

Operating Income Before Amortization, as reclassified

 

$

15.3

 

$

20.9

 

$

30.6

 

$

13.9

 

 

 

 

 

 

 

 

 

 

 

Operating income, as originally reported

 

$

5.8

 

$

15.6

 

$

25.3

 

$

8.7

 

Reclassification

 

—

 

—

 

—

 

—

 

Operating income, as reclassified

 

$

5.8

 

$

15.6

 

$

25.3

 

$

8.7

 

 

Real Estate revenue growth primarily reflects a full quarter contribution of iNest, which was purchased on October 28, 2004. Excluding iNest, Real Estate revenue grew modestly despite higher marketing expenses reflecting in part the early stage development of products and strategies. Profits from iNest were more than offset by the higher marketing spending and startup costs in connection with the company’s anticipated launch of a brokerage business.

 

Teleservices results improved significantly versus a weak year-ago period due to higher revenue from both new and existing clients. Profits expanded from increased volume as global contact centers, including those added earlier in the year, became more optimally utilized. Additionally, results were favorably impacted by adjustments to certain benefit accruals in 2005. Operating income in the prior year period was adversely impacted by a goodwill impairment charge of $184.8 million.

 

Home Services benefited from increased customer service requests and a greater number of service providers in a seasonally weak quarter.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

5


 

MEDIA & ADVERTISING

 

 

 

Q4 2005

 

Q4 2004

 

Growth

 

 

 

$ in millions

 

Revenue

 

$

109.5

 

$

9.9

 

1011

%

Operating Income Before Amortization

 

$

20.3

 

$

(2.0

)

NM

 

Operating Income (Loss)

 

$

7.7

 

$

(2.1

)

NM

 

 

Media & Advertising results were driven primarily by the inclusion of Ask Jeeves which was acquired in July 2005, and accordingly is not reflected in the prior year results. Ask Jeeves increased its share of U.S. search queries by 20% over the prior year period to 6.3% in December, but decreased slightly from 6.4% in a seasonally strong September 2005 (source: comScore). Completing its first year of profitability, Citysearch benefited from a substantial increase in unique users.

 

Ask Jeeves increased revenue by 9% as compared to its prior year period, largely attributable to search query growth in North America, partially offset by declines in the United Kingdom. Revenue was also impacted by a decrease in revenue per query due in part to traffic mix and the reduced monetization initiatives that began in August. Non-search advertising revenue also decreased. Profit margins at Ask Jeeves declined due to increased marketing expense and higher revenue share payments to third-party traffic sources.  The company expects to make increased investments in 2006 to help drive higher market share over the long-term.

 

MEMBERSHIP & SUBSCRIPTIONS

 

 

 

Q4 2005

 

Q4 2004

 

Growth

 

 

 

$ in millions

 

Revenue

 

 

 

 

 

 

 

Vacations

 

$

63.9

 

$

60.1

 

6

%

Personals

 

68.2

 

50.9

 

34

%

Discounts

 

130.5

 

132.0

 

-1

%

Intra-sector Elimination

 

(0.7

)

(0.7

)

2

%

 

 

$

261.8

 

$

242.4

 

8

%

Operating Income Before Amortization

 

 

 

 

 

 

 

Vacations

 

$

25.3

 

$

20.2

 

25

%

Personals

 

15.4

 

7.2

 

113

%

Discounts

 

49.3

 

52.5

 

-6

%

 

 

$

89.9

 

$

79.9

 

13

%

Operating Income

 

 

 

 

 

 

 

Vacations

 

$

19.0

 

$

13.9

 

37

%

Personals

 

14.4

 

5.4

 

165

%

Discounts

 

47.7

 

50.7

 

-6

%

 

 

$

81.1

 

$

69.9

 

16

%

 

Membership & Subscriptions growth was led by record revenue in Personals and improved performance in Vacations.  Discounts had disappointing results as its fundraising business struggled in its seasonally strongest quarter.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

6


 

MEMBERSHIP & SUBSCRIPTIONS—continued

 

Vacations revenue growth was driven by a 5% increase in members and 7% growth in confirmations.  Margins and profit growth were largely attributable to improved operating leverage in its call centers, enabled in part by an increase in online confirmations versus the prior year period.

 

Personals revenue growth was driven by a 21% increase in worldwide paid subscribers and higher package prices implemented in early 2005. International paid subscribers grew by 14% due to expansion in several markets, most notably Scandinavia, the United Kingdom and Latin America. Revenue and profit growth benefited from the increased marketing spending in the first half of 2005 relative to the first half of 2004. Profit growth in the quarter also benefited from improved operating leverage, offset in part by higher marketing spending. Furthermore, results in the prior year period were impacted by expenses associated with the elimination of certain non-core products.

 

Discounts results were impacted by disappointing local coupon book sales through schools and community groups. This impact was partially offset by higher online and direct sales due to increased advertising and promotional efforts.

 

OTHER ITEMS

 

Q4 Operating Income Before Amortization was also impacted by a 32% decrease in corporate and other expense to $23.9 million, primarily due to lower professional fees and the impact, in the prior year period, of intercompany eliminations related to discontinued operations.

 

The comparison of Q4 operating income with the prior year period was further impacted by a $185 million impairment charge related to Teleservices goodwill in Q4 2004, partially offset by higher amortization of intangibles and non-cash compensation primarily due to the acquisitions of Cornerstone and Ask Jeeves.

 

The comparison of Q4 other income is adversely impacted by $13.2 million in foreign exchange gains in the prior year period, lower interest income due to IAC’s sale of its interests in VUE in June 2005, and a $4.8 million loss in Q4 2005 reflecting changes in the fair value of the derivatives that were created in the Expedia spin-off. The derivatives relate to IAC’s obligation to deliver both IAC and Expedia shares upon the conversion of the Ask Jeeves notes and the exercise of certain IAC warrants. These declines were partially offset by an increase in the equity income of unconsolidated affiliates of HSN International.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

7


 

OTHER ITEMS—continued

 

Q4 net income growth was impacted by the above items, as well as the decreased contribution of discontinued operations primarily due to the inclusion of Expedia in the prior year period. Discontinued operations in the year-ago period also include a $33 million impairment charge related to TVTS.

 

Full year 2005 net income was favorably impacted by after-tax gains from the sale of IAC’s interests in VUE and the sale of Euvia of $322.1 million and $70.2 million, respectively, partially offset by lower interest income on the VUE securities. Net income was also impacted by a $62.8 million tax benefit recognized within discontinued operations related to the write-off of the Company’s investment in TVTS in the second quarter of 2005.

 

The effective tax rates for continuing operations and adjusted net income were 39% and 37% in Q4 2005, respectively.  The effective tax rates were higher than the statutory rate of 35% due principally to state taxes.  In addition, continuing operations was unfavorably impacted by non-deductible non-cash amortization.  In Q4 2004, IAC recorded a tax provision on continuing operations which represented an effective tax rate of 65%.  This tax provision was recorded despite a loss from continuing operations and is higher than the statutory rate due principally to the impairment of goodwill that is not deductible for tax purposes and state taxes, partially offset by the utilization of foreign tax credits.  In Q4 2004, the effective tax rate for adjusted net income was 25%, which is lower than the federal statutory rate due principally to the utilization of foreign tax credits, partially offset by state taxes.

 

LIQUIDITY AND CAPITAL RESOURCES

 

During 2005, $1.8 billion in cash was used to fund common share repurchases, including 14.3 million common shares at an average price of $26.34 during Q4.  Additionally, in connection with the sale of its interests in VUE in June 2005, IAC received 28.3 million IAC common shares (adjusted for the reverse stock split) as part of the consideration. Also, 13.1 million shares of preferred stock were put to and redeemed by IAC for $656 million in cash in connection with the spin-off.  On November 15, 2005, the Company’s obligation under the 1998 Senior Notes matured, and the principal amount at maturity of $360.8 million was paid.

 

As of December 31, 2005, IAC had approximately $2.6 billion in cash, restricted cash and marketable securities, $1.3 billion in debt and, excluding $362 million in LendingTree Loans debt that is non-recourse to IAC, $1.6 billion in pro forma net cash and marketable securities.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

8


 

DILUTIVE SECURITIES

 

IAC has various tranches of dilutive securities.  The table below details these securities as well as potential dilution at various stock prices (shares in millions).

 

 

 

Shares

 

Avg.
Strike /
Conversion

 

As of
2/3/06

 

Dilution at:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share Price

 

 

 

 

 

$

27.83

 

$

30.00

 

$

35.00

 

$

40.00

 

$

45.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Absolute Shares as of 2/3/06 (1)

 

320.1

 

 

 

320.1

 

320.1

 

320.1

 

320.1

 

320.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RSUs and Other

 

6.7

 

 

 

6.7

 

6.7

 

6.7

 

6.7

 

6.7

 

Options

 

31.1

 

$

19.90

 

8.3

 

8.7

 

9.6

 

10.3

 

10.8

 

Warrants

 

35.1

 

$

27.88

 

5.0

 

5.4

 

7.8

 

10.3

 

13.0

 

Convertible Notes

 

1.7

 

$

14.82

 

1.7

 

1.7

 

1.7

 

1.7

 

1.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Treasury Method Dilution

 

 

 

 

 

21.7

 

22.6

 

25.8

 

29.0

 

32.2

 

% Dilution

 

 

 

 

 

6.3

%

6.6

%

7.5

%

8.3

%

9.1

%

Total Treasury Method Diluted Shares Outstanding

 

 

 

 

 

341.8

 

342.7

 

346.0

 

349.1

 

352.3

 

 

(1) Includes 2.6 million shares issued in connection with the conversion of $68.2 million convertible notes between 1/1/06 and 2/3/06.

 

IAC today announced that its Board of Directors has authorized it to repurchase up to 42 million shares of its outstanding common stock. Under the new authorization, IAC may purchase shares over an indefinite period of time in the open market, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price, and future outlook.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

9


 

OPERATING METRICS

 

 

 

 

 

Q4 2005

 

Q4 2004

 

Growth

 

RETAILING

 

 

 

 

 

 

 

 

 

Retailing - U.S.

 

 

 

 

 

 

 

 

 

Units shipped (mm)

 

 

 

15.5

 

11.7

 

32

%

Gross profit %

 

 

 

38.8

%

36.6

%

 

 

Return rate

 

 

 

17.1

%

15.8

%

 

 

Average price point

 

 

 

$

59.79

 

$

52.10

 

15

%

Internet %

 

(a

)

26

%

18

%

 

 

HSN total homes - end of period (mm)

 

 

 

89.3

 

85.7

 

4

%

Catalogs mailed (mm)

 

 

 

110.3

 

18.3

 

502

%

 

 

 

 

 

 

 

 

 

 

SERVICES

 

 

 

 

 

 

 

 

 

Ticketing

 

 

 

 

 

 

 

 

 

Number of tickets sold (mm)

 

 

 

31.9

 

25.7

 

24

%

Gross value of tickets sold (mm)

 

 

 

$

1,715

 

$

1,288

 

33

%

 

 

 

 

 

 

 

 

 

 

Lending

 

 

 

 

 

 

 

 

 

Transmitted QFs (000s)

 

(b

)

775.6

 

518.4

 

50

%

Closings - units (000s)

 

(c

)

71.9

 

64.4

 

12

%

Closings - dollars ($mm)

 

(c

)

$

9,213

 

$

7,483

 

23

%

 

 

 

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

 

 

 

 

Closings - units (000s)

 

 

 

3.2

 

3.3

 

-1

%

Closings - dollars ($mm)

 

 

 

$

798

 

$

778

 

2

%

 

 

 

 

 

 

 

 

 

 

MEDIA & ADVERTISING

 

 

 

 

 

 

 

 

 

Ask Jeeves Revenue by traffic source (pro forma)

 

 

 

 

 

 

 

 

 

Proprietary

 

 

 

64.8

%

66.3

%

 

 

Network

 

 

 

35.2

%

33.7

%

 

 

 

 

 

 

 

 

 

 

 

 

MEMBERSHIP & SUBSCRIPTIONS

 

 

 

 

 

 

 

 

 

Vacations

 

 

 

 

 

 

 

 

 

Members (000s)

 

 

 

1,782

 

1,696

 

5

%

Confirmations (000s)

 

 

 

193

 

181

 

7

%

Share of confirmations online

 

 

 

22

%

19

%

 

 

 

 

 

 

 

 

 

 

 

 

Personals

 

 

 

 

 

 

 

 

 

Paid Subscribers (000s)

 

 

 

1,189.4

 

982.8

 

21

%

 

(a)          Internet demand as a percent of total Retailing - U.S. demand excluding Liquidations and Services.

(b)         Customer “Qualification Forms” (QFs) transmitted to at least one exchange lender (including LendingTree Loans) plus QFs transmitted to at least one GetSmart lender.

(c)          Loan closings consist of loans closed by exchange lenders and directly by LendingTree Loans.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

10


 

GAAP FINANCIAL STATEMENTS

 

IAC CONSOLIDATED STATEMENT OF OPERATIONS

(unaudited; $ in thousands except per share amounts)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Product sales

 

$

1,080,167

 

$

795,855

 

$

3,295,899

 

$

2,469,151

 

Service revenue

 

712,152

 

439,332

 

2,457,772

 

1,719,128

 

Net revenue

 

1,792,319

 

1,235,187

 

5,753,671

 

4,188,279

 

Cost of sales-product sales

 

626,821

 

463,463

 

1,979,131

 

1,487,618

 

Cost of sales-service revenue

 

317,256

 

227,244

 

1,149,040

 

908,630

 

Gross profit

 

848,242

 

544,480

 

2,625,500

 

1,792,031

 

 

 

 

 

 

 

 

 

 

 

Selling and marketing expense

 

298,084

 

160,999

 

948,762

 

575,754

 

General and administrative expense

 

178,238

 

137,645

 

666,044

 

493,663

 

Other operating expense

 

35,266

 

23,994

 

122,851

 

87,254

 

Amortization of non-cash compensation expense

 

23,759

 

22,565

 

137,537

 

70,326

 

Amortization of cable distribution fees

 

19,218

 

16,153

 

70,401

 

69,232

 

Amortization of non-cash distribution and marketing expense

 

—

 

1

 

—

 

1,302

 

Amortization of intangibles

 

52,578

 

42,752

 

186,511

 

185,388

 

Depreciation expense

 

41,024

 

39,925

 

149,165

 

144,576

 

Goodwill impairment

 

—

 

184,780

 

—

 

184,780

 

Operating income (loss)

 

200,075

 

(84,334

)

344,229

 

(20,244

)

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income

 

17,428

 

48,669

 

132,503

 

183,106

 

Interest expense

 

(17,355

)

(22,209

)

(69,073

)

(81,292

)

Gain on sale of VUE

 

—

 

—

 

523,487

 

—

 

Equity in the income of VUE

 

—

 

4,895

 

21,960

 

16,188

 

Equity in the income of unconsolidated affiliates and other

 

4,826

 

21,059

 

38,579

 

34,534

 

Total other income, net

 

4,899

 

52,414

 

647,456

 

152,536

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations before income taxes and minority interest

 

204,974

 

(31,920

)

991,685

 

132,292

 

Income tax expense

 

(79,417

)

(20,657

)

(391,069

)

(74,266

)

Minority interest in income of consolidated subsidiaries

 

(278

)

(1,474

)

(2,229

)

(3,159

)

Earnings (loss) from continuing operations

 

125,279

 

(54,051

)

598,387

 

54,867

 

Gain on sale of Euvia, net of tax

 

(9,496

)

—

 

70,152

 

—

 

Income (loss) from discontinued operations, net of tax

 

(2,716

)

11,448

 

207,611

 

109,994

 

Earnings (loss) before preferred dividends

 

113,067

 

(42,603

)

876,150

 

164,861

 

Preferred dividends

 

—

 

(3,264

)

(7,938

)

(13,053

)

Net earnings (loss) available to common shareholders

 

$

113,067

 

$

(45,867

)

$

868,212

 

$

151,808

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per share

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share from continuing operations

 

$

0.39

 

$

(0.17

)

$

1.79

 

$

0.12

 

Diluted earnings (loss) per share from continuing operations

 

$

0.37

 

$

(0.17

)

$

1.68

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.35

 

$

(0.13

)

$

2.64

 

$

0.44

 

Diluted earnings (loss) per share

 

$

0.33

 

$

(0.13

)

$

2.46

 

$

0.41

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

11


 

IAC CONSOLIDATED BALANCE SHEET

(unaudited; $ in thousands)

 

 

 

December 31,
2005

 

December 31,
2004

 

ASSETS

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

987,080

 

$

999,698

 

Restricted cash and cash equivalents

 

93,561

 

41,377

 

Marketable securities

 

1,488,058

 

2,409,745

 

Accounts and notes receivable, net

 

487,968

 

353,579

 

Loans available for sale, net

 

372,512

 

206,256

 

Inventories, net

 

337,186

 

240,917

 

Deferred income taxes

 

66,672

 

107,220

 

Other current assets

 

154,453

 

440,028

 

Current assets of discontinued operations

 

6,038

 

316,947

 

Total current assets

 

3,993,528

 

5,115,767

 

 

 

 

 

 

 

Property, plant and equipment, net

 

567,408

 

427,257

 

 

 

 

 

 

 

Goodwill

 

7,351,700

 

5,361,825

 

Intangible assets, net

 

1,558,188

 

1,054,302

 

Long-term investments

 

122,313

 

1,469,020

 

Preferred interest exchangeable for common stock

 

—

 

1,428,530

 

Other non-current assets

 

324,158

 

172,696

 

Non-current assets of discontinued operations

 

470

 

7,369,468

 

TOTAL ASSETS

 

$

13,917,765

 

$

22,398,865

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Current maturities of long-term obligations and short-term borrowings

 

$

375,276

 

$

562,953

 

Accounts payable, trade

 

327,147

 

259,510

 

Accounts payable, client accounts

 

269,344

 

176,921

 

Deferred revenue

 

123,267

 

99,258

 

Income tax payable

 

517,016

 

56,672

 

Other accrued liabilities

 

601,009

 

426,268

 

Liabilities held for sale

 

—

 

295,773

 

Current liabilities of discontinued operations

 

19,938

 

1,015,083

 

Total current liabilities

 

2,232,997

 

2,892,438

 

 

 

 

 

 

 

Long-term obligations, net of current maturities

 

959,410

 

796,715

 

Other long-term liabilities

 

222,558

 

101,332

 

Non-current liabilities of discontinued operations

 

928

 

423,521

 

Deferred income taxes

 

1,265,530

 

2,130,386

 

Common stock exchangeable for preferred interest

 

—

 

1,428,530

 

Minority interest

 

5,514

 

20,639

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Preferred stock

 

—

 

131

 

Common stock

 

399

 

3,485

 

Class B convertible common stock

 

32

 

323

 

Additional paid-in capital

 

14,341,668

 

14,062,605

 

Retained earnings

 

128,076

 

2,428,760

 

Accumulated other comprehensive income

 

26,073

 

81,051

 

Treasury stock

 

(5,260,422

)

(1,966,053

)

Note receivable from key executive for common stock issuance

 

(4,998

)

(4,998

)

Total shareholders’ equity

 

9,230,828

 

14,605,304

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

13,917,765

 

$

22,398,865

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

12


 

IAC CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; $ in thousands)

 

 

 

Twelve Months Ended December 31,

 

 

 

2005

 

2004

 

Cash flows from operating activities attributable to continuing operations:

 

 

 

 

 

Earnings before preferred dividends

 

$

876,150

 

$

164,861

 

Less: discontinued operations, net of tax

 

(277,763

)

(109,994

)

Earnings from continuing operations

 

598,387

 

54,867

 

Adjustments to reconcile earnings from continuing operations to net cash (used in) provided by operating activities attributable to continuing operations:

 

 

 

 

 

Depreciation and amortization of intangibles

 

335,676

 

329,964

 

Goodwill impairment

 

—

 

184,780

 

Amortization of non-cash compensation expense

 

137,537

 

70,326

 

Amortization of cable distribution fees

 

70,401

 

69,232

 

Amortization of non-cash distribution and marketing expense

 

—

 

1,302

 

Deferred income taxes

 

(1,068,829

)

(10,585

)

Gain on sale of VUE

 

(523,487

)

—

 

Equity in income of unconsolidated affiliates, including VUE, net of dividends

 

(44,346

)

(31,867

)

Non-cash interest income

 

(17,573

)

(41,703

)

Minority interest in income of consolidated subsidiaries

 

2,229

 

3,159

 

Increase in cable distribution fees

 

(24,011

)

(20,093

)

Changes in current assets and liabilities:

 

 

 

 

 

Accounts and notes receivable

 

(60,562

)

(33,455

)

Loans available for sale

 

(166,256

)

(24,243

)

Inventories

 

1,816

 

(23,019

)

Prepaids and other assets

 

(34,139

)

(5,713

)

Accounts payable and accrued liabilities

 

606,566

 

(78,365

)

Deferred revenue

 

33,557

 

28,487

 

Funds collected by Ticketmaster on behalf of clients, net

 

70,889

 

15,335

 

Other, net

 

9,849

 

15,247

 

Net cash (used in) provided by operating activities attributable to continuing operations

 

(72,296

)

503,656

 

Cash flows from investing activities attributable to continuing operations:

 

 

 

 

 

Acquisitions, net of cash acquired

 

(693,388

)

(234,743

)

Capital expenditures

 

(241,469

)

(167,790

)

Purchase of marketable securities

 

(2,158,694

)

(3,368,128

)

Proceeds from sale of marketable securities

 

3,124,145

 

2,647,501

 

(Increase) decrease in long-term investments and notes receivable

 

(32,363

)

13,284

 

Proceeds from sale of VUE

 

1,882,291

 

—

 

Proceeds from sale of Euvia

 

183,016

 

—

 

Other, net

 

21,934

 

7,839

 

Net cash provided by (used in) investing activities attributable to continuing operations

 

2,085,472

 

(1,102,037

)

Cash flows from financing activities attributable to continuing operations:

 

 

 

 

 

Borrowings

 

80,000

 

—

 

Increase in warehouse loans payable

 

162,839

 

25,201

 

Principal payments on long-term obligations

 

(400,200

)

(1,479

)

Purchase of treasury stock

 

(1,848,258

)

(430,295

)

Issuance of common stock, net of withholding taxes for stock options

 

(19,887

)

147,283

 

Redemption of preferred stock

 

(655,727

)

—

 

Preferred dividends

 

(9,569

)

(13,053

)

Other, net

 

(14,528

)

8,689

 

Net cash used in financing activities atrributable to continuing activities

 

(2,705,330

)

(263,654

)

Total cash used in continuing operations

 

(692,154

)

(862,035

)

Net cash provided by operating activities attributable to discontinued operations

 

753,658

 

736,692

 

Net cash (used in) provided by investing activities attributable to discontinued operations

 

(1,236

)

350,395

 

Net cash (used in) provided by financing activities attributable to discontinued operations

 

(45,738

)

5,639

 

Total cash provided by discontinued operations

 

706,684

 

1,092,726

 

Effect of exchange rate changes on cash and cash equivalents

 

(27,148

)

9,390

 

Net (decrease) increase in cash and cash equivalents

 

(12,618

)

240,081

 

Cash and cash equivalents at beginning of period

 

999,698

 

759,617

 

Cash and cash equivalents at end of period

 

$

987,080

 

$

999,698

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

13


 

RECONCILIATIONS OF GAAP TO NON-GAAP MEASURES

 

IAC RECONCILIATION OF OPERATING CASH FLOW FROM CONTINUING OPERATIONS TO FREE CASH FLOW

(unaudited; in millions)

 

 

 

Twelve Months Ended December 31,

 

 

 

2005

 

2004

 

Net cash (used in) provided by operating activities attributable to continuing operations

 

$

(72.3

)

$

503.7

 

Increase in warehouse loans payable

 

162.8

 

25.2

 

Capital expenditures

 

(241.5

)

(167.8

)

Tax payments related to the sale of VUE interests

 

862.6

 

—

 

Preferred dividends paid

 

(9.6

)

(13.1

)

Free Cash Flow

 

$

702.1

 

$

348.0

 

 

For the twelve months ended December 31, 2005, consolidated Free Cash Flow increased by $354 million due primarily to higher earnings, lower cash taxes paid (other than the taxes paid on the VUE gain), and an increase in Ticketing client cash, partially offset by higher capital expenditures. Free Cash Flow includes an increase in warehouse loans payable in Lending, which is offset by an increase in loans held for sale.  IAC excludes cash tax payments related to the sale of its interests in VUE in the determination of Free Cash Flow because the proceeds on the sale are excluded from cash provided by operating activities and therefore are not in Free Cash Flow. Ticketing client cash contributed $70.9 million to the change in operating cash flows, versus $15.3 million in the prior year, mostly due to Ticketing’s domestic operations and in part due to the purchase by Ticketing of the remaining interest in its Australian joint venture (April 2005).

 

IAC RECONCILIATION OF GAAP EPS TO ADJUSTED EPS

(unaudited; in thousands except per share amounts)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.33

 

$

(0.13

)

$

2.46

 

$

0.41

 

GAAP diluted weighted average shares outstanding

 

344,004

 

347,246

 

356,618

 

371,211

 

Net earnings (loss) available to common shareholders

 

$

113,067

 

$

(45,867

)

$

868,212

 

$

151,808

 

Amortization of non-cash compensation

 

23,759

 

22,565

 

137,537

 

70,326

 

Amortization of non-cash distribution and marketing expense

 

—

 

1

 

—

 

1,302

 

Amortization of intangibles

 

52,578

 

42,752

 

186,511

 

185,388

 

Goodwill impairment

 

—

 

184,780

 

—

 

184,780

 

Equity in the income of VUE

 

—

 

(4,895

)

(21,960

)

(16,188

)

Net other (income) expense related to fair value adjustment on derivatives

 

4,826

 

—

 

(4,574

)

—

 

Gain on sale of VUE

 

—

 

—

 

(523,487

)

—

 

Gain on sale of Euvia, net of tax

 

9,496

 

—

 

(70,152

)

—

 

Discontinued operations, net of tax

 

2,716

 

(11,448

)

(207,611

)

(109,994

)

Impact of income taxes and minority interest

 

(27,071

)

(33,282

)

106,743

 

(96,720

)

Interest on convertible notes

 

767

 

—

 

1,179

 

—

 

Preferred dividends

 

—

 

3,264

 

—

 

—

 

Adjusted Net Income

 

$

180,138

 

$

157,870

 

$

472,398

 

$

370,702

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS weighted average shares outstanding

 

349,530

 

380,528

 

355,961

 

374,761

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS

 

$

0.52

 

$

0.41

 

$

1.33

 

$

0.99

 

 

 

 

 

 

 

 

 

 

 

GAAP Basic weighted average shares outstanding

 

320,654

 

347,246

 

329,459

 

347,989

 

Options, warrants and restricted stock, treasury method

 

19,077

 

—

 

19,367

 

23,222

 

Conversion of convertible preferred and convertible notes (if applicable)

 

4,273

 

—

 

7,792

 

—

 

GAAP Diluted weighted average shares outstanding

 

344,004

 

347,246

 

356,618

 

371,211

 

 

 

 

 

 

 

 

 

 

 

Pro forma adjustments

 

—

 

—

 

—

 

—

 

Options, warrants and RS, treasury method not included in diluted shares above

 

—

 

19,335

 

—

 

—

 

Impact of restricted shares and convertible preferred and notes (if applicable), net

 

5,526

 

13,947

 

(657

)

3,550

 

Adjusted EPS shares outstanding

 

349,530

 

380,528

 

355,961

 

374,761

 

 

For Adjusted EPS purposes, the impact of RSUs on shares outstanding is based on the weighted average number of RSUs outstanding as compared with shares outstanding for GAAP purposes, which includes RSUs on a treasury method basis.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

14


 

IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP Q4 AND YTD

(unaudited; $ in millions; rounding differences may occur)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2005

 

2004

 

2005

 

2004

 

Revenue

 

 

 

 

 

 

 

 

 

Retailing:

 

 

 

 

 

 

 

 

 

U.S.

 

$

841.6

 

$

562.9

 

$

2,671.0

 

$

1,905.9

 

International

 

99.3

 

97.5

 

379.9

 

342.0

 

Total Retailing

 

940.9

 

660.3

 

3,050.9

 

2,247.9

 

Services:

 

 

 

 

 

 

 

 

 

Ticketing

 

253.5

 

188.9

 

950.2

 

768.2

 

Lending

 

101.0

 

45.3

 

367.8

 

159.3

 

Real Estate

 

14.6

 

12.2

 

57.6

 

30.4

 

Teleservices

 

95.9

 

75.0

 

337.4

 

293.9

 

Home Services

 

10.5

 

5.0

 

41.0

 

6.9

 

Total Services

 

475.5

 

326.4

 

1,753.9

 

1,258.8

 

Media & Advertising

 

109.5

 

9.9

 

213.5

 

30.5

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

Vacations

 

63.9

 

60.1

 

272.8

 

256.8

 

Personals

 

68.2

 

50.9

 

249.5

 

198.0

 

Discounts

 

130.5

 

132.0

 

219.0

 

217.9

 

Intra-sector elimination

 

(0.7

)

(0.7

)

(1.5

)

(1.3

)

Total Membership & Subscriptions

 

261.8

 

242.4

 

739.8

 

671.5

 

Emerging Businesses

 

10.3

 

4.7

 

29.9

 

6.6

 

Other

 

(5.6

)

(8.4

)

(34.2

)

(27.0

)

Total Revenue

 

$

1,792.3

 

$

1,235.2

 

$

5,753.7

 

$

4,188.3

 

 

 

 

 

 

 

 

 

 

 

Operating Income Before Amortization

 

 

 

 

 

 

 

 

 

Retailing:

 

 

 

 

 

 

 

 

 

U.S.

 

$

104.3

 

$

68.4

 

$

276.6

 

$

194.7

 

International

 

6.0

 

5.6

 

5.8

 

4.3

 

Total Retailing

 

110.3

 

73.9

 

282.3

 

199.0

 

Services:

 

 

 

 

 

 

 

 

 

Ticketing

 

59.1

 

38.3

 

218.7

 

164.3

 

Lending

 

13.9

 

7.4

 

80.6

 

26.1

 

Real Estate

 

(2.9

)

(1.2

)

(16.7

)

(4.6

)

Teleservices

 

11.6

 

3.8

 

22.6

 

17.1

 

Home Services

 

2.1

 

0.1

 

11.2

 

0.3

 

Total Services

 

83.8

 

48.4

 

316.5

 

203.1

 

Media & Advertising

 

20.3

 

(2.0

)

30.5

 

(13.3

)

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

Vacations

 

25.3

 

20.2

 

110.7

 

90.2

 

Personals

 

15.4

 

7.2

 

47.9

 

27.6

 

Discounts

 

49.3

 

52.5

 

17.5

 

22.0

 

Total Membership & Subscriptions

 

89.9

 

79.9

 

176.2

 

139.8

 

Emerging Businesses

 

(4.1

)

0.7

 

(12.7

)

(1.1

)

Corporate Expense and other

 

(23.9

)

(35.2

)

(124.4

)

(105.9

)

Total Operating Income Before Amortization

 

$

276.4

 

$

165.8

 

$

668.3

 

$

421.6

 

 

 

 

 

 

 

 

 

 

 

Amortization of Non-Cash Items

 

 

 

 

 

 

 

 

 

Retailing:

 

 

 

 

 

 

 

 

 

U.S.

 

$

15.5

 

$

13.2

 

$

59.9

 

$

52.9

 

International

 

0.3

 

0.3

 

1.3

 

1.3

 

Total Retailing

 

15.8

 

13.6

 

61.2

 

54.2

 

Services:

 

 

 

 

 

 

 

 

 

Ticketing

 

7.3

 

6.8

 

28.7

 

26.4

 

Lending

 

5.2

 

6.4

 

25.4

 

21.7

 

Real Estate

 

2.8

 

2.5

 

12.8

 

7.3

 

Teleservices

 

—

 

184.8

 

—

 

184.8

 

Home Services

 

0.9

 

2.5

 

2.3

 

2.5

 

Total Services

 

16.3

 

202.9

 

69.3

 

242.7

 

Media & Advertising

 

12.6

 

0.2

 

22.8

 

33.8

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

Vacations

 

6.3

 

6.3

 

25.2

 

25.2

 

Personals

 

1.0

 

1.8

 

3.8

 

8.7

 

Discounts

 

1.6

 

1.8

 

6.4

 

8.0

 

Total Membership & Subscriptions

 

8.8

 

9.9

 

35.4

 

41.9

 

Emerging Businesses

 

0.2

 

3.4

 

0.6

 

3.9

 

Corporate Expense and other

 

22.7

 

20.1

 

134.8

 

65.2

 

Total amortization of non-cash items

 

$

76.3

 

$

250.1

 

$

324.0

 

$

441.8

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

15


 

IAC RECONCILIATION OF DETAILED SEGMENT RESULTS TO GAAP—continued

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2005

 

2004

 

2005

 

2004

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

Retailing

 

 

 

 

 

 

 

 

 

U.S.

 

$

88.9

 

$

55.1

 

$

216.7

 

$

141.7

 

International

 

5.6

 

5.2

 

4.5

 

3.0

 

Total Retailing

 

94.5

 

60.4

 

221.1

 

144.7

 

Services:

 

 

 

 

 

 

 

 

 

Ticketing

 

51.8

 

31.6

 

189.9

 

137.9

 

Lending

 

8.7

 

1.1

 

55.3

 

4.4

 

Real Estate

 

(5.6

)

(3.7

)

(29.5

)

(12.0

)

Teleservices

 

11.6

 

(181.0

)

22.6

 

(167.7

)

Home Services

 

1.2

 

(2.5

)

8.9

 

(2.2

)

Total Services

 

67.6

 

(154.5

)

247.2

 

(39.6

)

Media and Advertising

 

7.7

 

(2.1

)

7.7

 

(47.1

)

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

Vacations

 

19.0

 

13.9

 

85.5

 

65.0

 

Personals

 

14.4

 

5.4

 

44.1

 

18.8

 

Discounts

 

47.7

 

50.7

 

11.2

 

14.0

 

Total Membership & Subscriptions

 

81.1

 

69.9

 

140.8

 

97.9

 

Emerging Businesses

 

(4.3

)

(2.8

)

(13.3

)

(5.0

)

Corporate Expense and other

 

(46.5

)

(55.2

)

(259.3

)

(171.2

)

Total operating income (loss)

 

200.1

 

(84.3

)

344.2

 

(20.2

)

Total other income, net

 

4.9

 

52.4

 

647.5

 

152.5

 

Earnings (loss) from cont. operations before income taxes and min. int.

 

205.0

 

(31.9

)

991.7

 

132.3

 

Income tax expense

 

(79.4

)

(20.7

)

(391.1

)

(74.3

)

Minority interest

 

(0.3

)

(1.5

)

(2.2

)

(3.2

)

Earnings (loss) from continuing operations

 

125.3

 

(54.1

)

598.4

 

54.9

 

Gain on sale of Euvia, net of tax

 

(9.5

)

—

 

70.2

 

—

 

Discontinued operations, net of tax

 

(2.7

)

11.4

 

207.6

 

110.0

 

Earnings (loss) before preferred dividends

 

113.1

 

(42.6

)

876.2

 

164.9

 

Preferred dividends

 

(0.0

)

(3.3

)

(7.9

)

(13.1

)

Net earnings (loss) available to common shareholders

 

$

113.1

 

$

(45.9

)

$

868.2

 

$

151.8

 

 

 

 

 

 

 

 

 

 

 

Supplemental: Depreciation expense

 

 

 

 

 

 

 

 

 

Retailing

 

 

 

 

 

 

 

 

 

U.S.

 

$

10.5

 

$

11.4

 

$

40.9

 

$

42.2

 

International

 

1.2

 

2.6

 

6.7

 

10.3

 

Total Retailing

 

11.7

 

14.0

 

47.6

 

52.5

 

Services:

 

 

 

 

 

 

 

 

 

Ticketing

 

9.2

 

9.7

 

36.7

 

33.4

 

Lending

 

1.6

 

0.6

 

5.5

 

2.7

 

Real Estate

 

0.4

 

0.3

 

1.2

 

0.9

 

Teleservices

 

3.8

 

4.0

 

15.2

 

17.7

 

Home Services

 

0.3

 

0.1

 

1.0

 

0.2

 

Total Services

 

15.4

 

14.8

 

59.6

 

54.8

 

Media and Advertising

 

6.3

 

1.3

 

13.2

 

4.1

 

Membership & Subscriptions:

 

 

 

 

 

 

 

 

 

Vacations

 

2.1

 

2.1

 

7.4

 

8.5

 

Personals

 

1.8

 

4.8

 

8.2

 

14.8

 

Discounts

 

1.3

 

1.1

 

4.8

 

3.7

 

Total Membership & Subscriptions

 

5.1

 

8.0

 

20.3

 

27.0

 

Emerging Businesses

 

0.2

 

0.1

 

0.4

 

0.2

 

Corporate Expense and other

 

2.4

 

1.7

 

8.0

 

5.9

 

Total depreciation expense

 

$

41.0

 

$

39.9

 

$

149.2

 

$

144.6

 

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

16


 

DEFINITIONS OF NON-GAAP MEASURES

 

Operating Income Before Amortization is defined as operating income excluding: (1) amortization of non-cash compensation, distribution and marketing expense, (2) amortization of intangibles and goodwill impairment, if applicable, (3) pro forma adjustments for significant acquisitions, if applicable, and (4) one-time items, if applicable.  We believe this measure is useful to investors because it represents the consolidated operating results from IAC’s segments, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses.  Operating Income Before Amortization has certain limitations in that it does not take into account the impact to IAC’s statement of operations of certain expenses, including non-cash compensation, non-cash marketing expense, and acquisition-related accounting.

 

Adjusted Net Income generally captures all items on the statement of operations that have been, or ultimately will be, settled in cash and is defined as net income available to common shareholders excluding, net of tax and minority interest, (1) amortization of non-cash compensation, distribution and marketing expense, (2) amortization of intangibles and goodwill impairment, if applicable, (3) pro forma adjustments for significant acquisitions, if applicable, (4) equity income or loss from IAC’s 5.44% interest in VUE and gain on the sale of IAC’s interest in VUE, (5) non-cash income or expense reflecting changes in the fair value of the derivatives created in the Expedia spin-off as a result of both IAC and Expedia shares being issuable upon the conversion of the Ask Jeeves notes and the exercise of certain IAC warrants, (6) one-time items, if applicable and (7) discontinued operations.  We believe Adjusted Net Income is useful to investors because it represents IAC’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses.

 

Adjusted EPS is defined as Adjusted Net Income divided by weighted fully diluted shares outstanding for Adjusted EPS purposes.  We include dilution from options and warrants per the treasury stock method and include all shares relating to restricted stock/share units (“RSU”) in shares outstanding for Adjusted EPS.  This differs from the GAAP method for including RSUs, which treats them on a treasury method basis.  In addition, convertible instruments are assumed to be converted in determining shares outstanding for Adjusted EPS, if the effect is dilutive.  Shares outstanding for Adjusted EPS purposes are therefore higher than shares outstanding for GAAP EPS purposes.  We believe Adjusted EPS is useful to investors because it represents, on a per share basis, IAC’s consolidated results, taking into account depreciation, which we believe is an ongoing cost of doing business, as well as other charges which are not allocated to the operating businesses such as interest expense, taxes and minority interest, but excluding the effects of any other non-cash expenses.  Adjusted Net Income and Adjusted EPS have the same limitations as Operating Income Before Amortization, and in addition Adjusted Net Income and Adjusted EPS do not account for IAC’s former passive ownership in VUE.  Therefore, we think it is important to evaluate these measures along with our consolidated statement of operations.

 

Free Cash Flow is defined as net cash provided by operating activities, including preferred dividends received from VUE, less capital expenditures and preferred dividends paid by IAC. For purposes of Free Cash Flow, we also include changes in warehouse loans payable in Lending due to the close connection that exists with changes in loans held by sale which are included in cash provided by operations. In addition, Free Cash Flow excludes the tax payments related to the sale of IAC’s interests in VUE due to the exclusion of the proceeds on the sale from cash provided by operating activities. We believe Free Cash Flow is useful to investors because it represents the cash that our operating businesses generate, before taking into account cash movements that are non-operational. Free Cash Flow has certain limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent the residual cash flow for discretionary expenditures.  For example, it does not take into account stock repurchases.  Therefore, we think it is important to evaluate Free Cash Flow along with our consolidated statement of cash flows.

 

We endeavor to compensate for the limitations of the non-GAAP measures presented by also providing the comparable GAAP measures, GAAP financial statements, and descriptions of the reconciling items and adjustments, to derive the non-GAAP measures.  For IAC’s Principles of Financial Reporting, an explanation of why we believe these non-GAAP measures are useful to investors and management, please refer to IAC’s website at www.iac.com/investors.htm.

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

17


 

OTHER INFORMATION

 

CONFERENCE CALL

 

IAC will audiocast its conference call with investors and analysts discussing the company’s Q4 financial results and certain forward-looking information on Wednesday, February 8, 2006, at 11:00 a.m. Eastern Time (ET).  The live audiocast is open to the public at www.iac.com/investors.htm.

 

ADDITIONAL INFORMATION

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to IAC’s anticipated financial performance, business prospects, new developments and similar matters, and/or statements that use words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” “believes” and similar expressions.  These forward-looking statements are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in the forward-looking statements included in this press release for a variety of reasons, including, among others: changes in economic conditions generally or in any of the markets or industries in which IAC’s businesses operate, changes in senior management at IAC and/or its businesses, the rate of growth of the Internet, the e-commerce industry and broadband access, the rate of online migration in the various markets and industries in which IAC’s businesses operate, technological changes, regulatory changes, changes in the interest rate environment or a slowdown in the domestic housing market, consumer acceptance of new products and services, changes in the advertising market and the ability of IAC to expand successfully in international markets. Certain of these and other risks and uncertainties are discussed in IAC’s filings with the Securities and Exchange Commission (“SEC”).  Other unknown or unpredictable factors also could have a material adverse effect on IAC’s business, financial condition and results of operations. In light of these risks and uncertainties, the forward-looking statements discussed in this press release may not occur. Accordingly, readers should not place undue reliance on these forward-looking statements, which only reflect the views of IAC management as of the date of this press release. IAC does not undertake to update these forward-looking statements.

 

About IAC/InterActiveCorp

 

IAC operates leading and diversified businesses in sectors being transformed by the internet, online and offline... our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world. To view a full list of the companies of IAC please visit our website at http://iac.com

 

Contact Us

 

IAC Investor Relations

Roger Clark / Eoin Ryan

(212) 314-7400

 

IAC Corporate Communications

Andrea Riggs / Martha Negin

(212) 314-7280 / 7253

 

IAC/InterActiveCorp

152 West 57th Street, 42nd Floor New York, NY 10019  212.314.7300 Fax 212.314.7309  http://iac.com

 

*    *    *

 

SEE IMPORTANT NOTES AT END OF THIS DOCUMENT

 

18

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