IAC Inc.
For the period ended Mar 31, 2026. Filed May 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 4, 2026
PPLI$42.08+2.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-03.
0001628280-25-048244
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsPrinciples of Financial ReportingCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-04.
0001628280-26-029798
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsPrinciples of Financial ReportingThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 205 previous paragraphs and 159 current paragraphs.
60 unchanged; 60 reworded; 38 added; 84 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 23 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
IAC Corporate Restructuring
Current report
On April 28, 2026, IAC announced it is changing its name to “People Incorporated” as it continues to sharpen its focus on its People Inc. business and its investment in MGM.
Current report
Ahead of its name change to “People Incorporated,” which is expected to occur in or before August 2026, the Company has initiated a plan to consolidate its corporate functions with those of People Inc. through a reduction in workforce, technology integrations and other cost-saving measures over the coming quarters (the “Plan”). The Plan is expected to be completed by the first quarter of 2027.
Current report
The Company expects to incur approximately $14.0 million in severance and related expenses, of which $10.3 million was accrued at March 31, 2026 and is included in “General and administrative expense” in the statement of operations, $48.0 million in stock-based compensation expense and $0.5 million to $1.0 million in other costs related to the Plan. The aforementioned stock-based compensation expense includes approximately $16.0 million of expense that accelerates based on the original terms of employee award agreements and $32.0 million of expense associated with awards that were modified to vest in connection with the Plan. The total costs expected to be incurred in connection with the Plan are approximately $63.0 million. The estimates of the charges and expenditures that the Company expects to incur in connection with the Plan, and the timing thereof, are subject to a number of assumptions and actual amounts may differ materially from these estimates. In addition, the Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the implementation of the Plan.
Current report
As the Company moves away from its holding company structure and in connection with the Plan, Christopher Halpin will cease to serve as Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company, and Kendall Handler will cease to serve as Executive Vice President and Chief Legal Officer of the Company, in each case, effective on the filing of the Company’s Form 10-Q for the quarter ending June 30, 2026 or such earlier date on which the executive’s employment with the Company is terminated for any other reason (the “Separation Effective Date”). The Company expects that, upon the Separation Effective Date, Neil Vogel, who currently serves as Chief Executive Officer of People, will become Chief Executive Officer of the Company, and Tim Quinn, who currently serves as the Chief Financial Officer of People, will become Chief Financial Officer of the Company. Mr. Halpin and Ms. Handler have each entered into employment transition agreements with the Company, each dated April 27, 2026, pursuant to which each executive will continue to serve in their respective positions through the Separation Effective Date.
Current report
People Inc. Change to Composition of Operating Segments
Current report
Effective January 1, 2026, People Inc. changed its internal management reporting structure to better align and support its D/Cipher advertising capabilities. As a result, the digital portion of a legacy agency business that had previously been included within the People Inc. Print segment now reports to the D/Cipher management team within the People Inc. Digital segment. This change allows D/Cipher to leverage the agency business as a sales channel and to achieve operational and performance efficiencies. As a result of this change, financial information for both the People Inc. Print and Digital segments for prior periods has been recast to conform to the current period presentation.
Current report
Sale of Care.com
Current report
On March 16, 2026, IAC completed the sale of its wholly-owned subsidiary, Care.com, for net proceeds of $295.7 million. As a result of the transaction, the consolidated operations of Care.com are presented as discontinued operations within IAC’s consolidated financial statements for all periods prior to March 16, 2026.
Current report
Angi Inc. Distribution
Current report
•Session-based Revenue - represents revenue related to advertisements served or performance marketing referrals initiated during a session, which is defined as a unique visit to a site that is part of People Inc.’s network. Session-based revenue includes Advertising and Performance marketing revenue earned from People Inc.’s owned and operated or affiliated sites.
Current report
•Non-session-based Revenue - represents revenue not dependent upon a session and primarily includes Advertising and Performance marketing revenue earned outside a session on People Inc.’s owned and operated or affiliated sites, such as D/Cipher+, native campaigns, social platforms, email and affinity marketing, and all Licensing and other revenue.
Current report
Services Agreement with Google and the Shutdown of the Search Segment
Current report
On December 10, 2025, the Company received a notice of non-renewal (the “Notice”) from Google of the services agreement, dated October 26, 2015 and as subsequently amended (the “Services Agreement”). As a result of the Notice, the Services Agreement was due to expire on March 31, 2026; the Services Agreement was extended through April 30, 2026, at which point the Services Agreement expired. As a result, the Company ceased operations of its Search segment. The operations of the Search segment will be presented as discontinued operations within IAC’s financial statements in the second quarter of 2026 and prior periods will reflect Search as discontinued operations to conform to this presentation.
Current report
For both the three months ended March 31, 2026 and 2025, 99% of the revenue earned by the Search segment was earned pursuant to the Services Agreement. See “Note 1—The Company and Summary of Significant Accounting Policies” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information on the Services Agreement.
Current report
See “Note 5—Segment Information” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for revenue of the Company’s segments disaggregated by type of service.
Current report
•Emerging & Other revenue increased $1.8 million, or 10%, to $20.1 million due primarily to increases of $2.3 million, or 36%, from The Daily Beast and $0.9 million, or 8%, from Vivian Health, partially offset by a decrease in revenue of $1.3 million, or 74%, from IAC Films.
Current report
•The Search decrease was due primarily to a decrease of $22.1 million in online marketing spend as Search reduced its marketing efforts due primarily to frequent Google algorithm changes and policy updates, partially offset by $1.5 million in severance and related expenses resulting from the anticipated shutdown of the Search segment in the second quarter of 2026. See “Services Agreement with Google and the Shutdown of the Search Segment” above for further discussion.
Current report
◦The Digital increase was due primarily to an increase of $7.5 million in advertising and events production expense resulting from an increase in online marketing spend due primarily to an increase in paid affiliate commerce commission revenue and a new initiative to improve sales channels.
Current report
General and administrative expense in 2026 increased from 2025 due primarily to increases of$39.5 million from People Inc. and $28.0 million from Corporate, partially offset by a decrease of $6.4 million from Emerging & Other.
Current report
•The People Inc. increase was at Other (unallocated corporate costs) and was due primarily to the inclusion in the prior year of a net gain of $36.2 million resulting from the amendment of a lease, which provided for the surrender of certain office space early, an increase of $2.3 million in stock-based compensation expense due primarily to an increase in awards granted subsequent to the first quarter of 2025 and $2.1 million of costs in 2026 related to the antitrust litigation against Google.
Current report
•The Corporate increase was due primarily to increases in compensation expense of $25.6 million and legal fees of $3.7 million and $2.2 million in transaction-related costs related to the sale of Care.com on March 16, 2026, partially offset by $4.8 million intransaction-related costs in the prior year related to the Distribution. The increase in compensation expense was due primarily to increases in stock-based compensation expense of $33.6 million and $8.6 million in severance and related expense, partially offset by $14.5 million in separation benefits in the prior year to our former Chief Executive Officer’s (“CEO”) under his employment transition agreement (the “Employment Transition Agreement”). The increase in stock-based compensation expense is due primarily to the reversal of in the prior year of $49.8 million of previously recognized expense related to the forfeiture of our former CEO’s restricted stock award, which was forfeited on January 13, 2025, partially offset by $14.9 million of stock-based compensation expense related to the transfer of 5.0 million Class B shares of Angi held by the Company to our former CEO prior to the Distribution pursuant to the Employment Transition Agreement. The increase in severance and related expense is due to a reduction in workforce as the Company consolidates its corporate functions with those of People Inc. See “IAC Corporate Restructuring” above for additional information on the reduction in workforce.
Current report
•The Emerging & Other decrease was due primarily to the inclusion in the prior year of $5.9 million in legal fees for litigation that concluded in the third quarter of 2025 related to a legacy business.
Current report
Product development expense in 2026 increased from 2025 due primarily to increases of $2.6 million from Search and $1.9 million from People Inc.
Current report
•The Search increase was due primarily to increases in compensation expense of $1.7 million and software maintenance of $1.1 million. The increase in compensation expense was due primarily to $2.0 million in severance and related expenses and the increase in software maintenance was due primarily to the write-off of $1.4 million in certain prepaid vendor contracts, both resulting from the anticipated shutdown of the Search segment in the second quarter of 2026.
Current report
•The People Inc. increase was due primarily to an increase of $2.2 million from Digital due primarily to increases in software maintenance of $1.1 million related to AI service costs and $0.9 million in compensation expense due primarily to an increase in payroll-related expenses.
Current report
Depreciation in 2026 decreased from 2025 due primarily to a decrease of $3.8 million at People Inc. resulting from accelerated depreciation expense recognized in 2025 on certain leasehold improvements in connection with a lease amendment to surrender certain unoccupied office space.
Current report
The operating loss in 2026 of $40.1 million compares to income of $24.1 million in 2025, representing a $64.2 million decline, due primarily to an increase of $37.8 million in stock-based compensation expense and a decrease of $33.7 million in Adjusted EBITDA, described below, partially offset by decreases of $3.9 million in depreciation and $3.4 million in amortization of intangibles, described above. The increase in stock-based compensation expense was due primarily to the inclusion of the reversal of $49.8 million of previously recognized expense in the prior year related to the forfeiture of our former CEO’s restricted stock award, partially offset by $14.9 million of stock-based compensation expense related to the transfer of 5.0 million Class B shares of Angi held by the Company to our former CEO, as described above under “General and administrative expense.”
Current report
◦The Digital Adjusted EBITDA increase was due primarily to higher revenue, partially offset by increases in advertising and events production expense and AI service costs.
Current report
•Search Adjusted EBITDA decreased $11.3 million to a loss of $8.3 million due primarily to lower revenue, an increase in compensation expense due primarily to severance and related expenses of $5.4 million and the write-off of $1.4 million related to certain prepaid vendor contracts, resulting from the anticipated shutdown of the Search segment in the second quarter of 2026. See “Services Agreement with Google and the Shutdown of the Search Segment” above for further discussion.
Current report
•Corporate Adjusted EBITDA loss decreased 13% to $36.8 milliondue primarily to the inclusion in the prior year of$14.5 million in separation benefits to our former CEO under the Employment Transition Agreement and $4.8 million intransaction-related costs related to the Distribution, partially offset by increases of $8.6 million in severance and related expense and $3.7 million in legal fees and $2.2 million in transaction-related costs related to the sale of Care.com on March 16, 2026. The increase in severance and related expense is due to a reduction in workforce as the Company consolidates its corporate functions with those of People Inc. See “IAC Corporate Restructuring” above for additional information on the reduction in workforce.
Current report
See “Note 2—Financial Instruments and Fair Value Measurements” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information on the voting agreement the Company entered into with MGM and Barry Diller on April 3, 2026.
Current report
Other income, net
Current report
(b) Includes a gain of $36.2 million resulting from an amendment to a lease, which provided for the surrender of certain office space early and is included in “General and Administrative expenses” in the statement of operations. Prior to this amendment, the lease for this office space would have expired in 2032. The ROU asset of the amended lease had been previously impaired in prior years.
Current report
Net cash provided by investing activities attributable to continuing operations includes net proceeds from the sale of Care.com of $295.7 million and proceeds from the sale of an unutilized domain name of $7.5 million, partially offset by the purchase of 1.0 million common shares of MGM for $37.2 million and capital expenditures of $8.0 million.
Current report
People Inc. holds interest rate swaps that synthetically convert $350 million of the Term Loan B-2 from a variable rate to a fixed rate through April 1, 2027. Should SOFR continue to equal or exceed 0.50%, then the fixed rate for the Term Loan B-2 will be approximately 7.32% ((i) the weighted average fixed interest rate of approximately 3.82% on the interest rate swaps and (ii) the base rate of 3.50%). In the event SOFR becomes less than or equal to 0.50%, then the interest rate swaps would be fixed in a range from approximately 7.32% to 7.42% as determined by the governing agreements.
Current report
At March 31, 2026, the Company owns 66.8 million common shares of MGM, including 1.0 million common shares purchased in the first quarter of 2026 for $37.2 million, which represents approximately 26.1% of MGM's common shares outstanding.
Current report
Share Repurchase Activity and Authorization
Removed paragraphs (84)
Previous report
On July 31, 2025, Dotdash Meredith Inc. was rebranded “People Inc.” and is referred to as such throughout this report (unless the context requires otherwise). Dotdash Meredith Inc. remains the entity’s legal name.
Previous report
Angi Inc. Spin-Off
Previous report
•Care.com - a leading online destination for families to connect with caregivers for their children, aging parents, pets and homes and for caregivers to connect with families seeking care services. Care.com’s brands include Care for Business, Care.com’s offerings to enterprises, and HomePay;
Previous report
•Mosaic Group, a former developer and provider of global subscription mobile applications, for periods prior to the sale of its assets on February 15, 2024, which was accounted for as a sale of a business, for approximately $160 million.
Previous report
Care.com
Previous report
•Consumer Revenue - consists of revenue primarily generated through subscription fees from families and caregivers, both domestically and internationally, for its suite of products and services. Consumer revenue also includes revenue generated through Care.com’s comprehensive household payroll and tax support services (HomePay) as well as through contracts with businesses that advertise on its platform.
Previous report
•Enterprise Revenue - consists of revenue primarily generated through annual contracts with businesses(Care for Business) (employers or re-sellers) who provide access to Care.com’s suite of products and services as an employee benefit.
Previous report
Services Agreement with Google
Previous report
On January 20, 2025, the Company entered into a further amendment to its Services Agreement (the “Amendment”), with the amended terms effective on April 1, 2025. Following the execution of the Amendment, the expiration date of the Services Agreement was extended from March 31, 2025 to March 31, 2026, with an automatic renewal for an additional one-year period absent notice of non-renewal from either party on or before December 31, 2025.
Previous report
Google has made changes to the policies under the Services Agreement and has also made industry-wide changes that have in the past, continue to and are expected in the future to require modifications to, or prohibit and/or render obsolete certain of our products, services and/or business practices, which have and are expected to in the future negatively impact revenue and been costly to address, and which have had and could have an adverse effect on our business, financial condition and results of operations. Further, changes to certain of the economic terms of the Services Agreement became effective April 1, 2025 and could impact Search revenue. See “Note 1—The Company and Summary of Significant Accounting Policies” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information on the Services Agreement.
Previous report
•Care.com revenue decreased$4.9 million, or 5%, to $90.8 million due primarily to decreases of $3.1 million, or 6%, in Enterprise Revenue and $1.8 million, or 4%, in Consumer Revenue. The decrease in Enterprise Revenue was primarily due to lower overall product utilization. The decrease in Consumer Revenue was driven by fewer Care.com platform subscriptions.
Previous report
•Emerging & Other revenue decreased $1.3 million, or 7%, to $17.3 million due primarily to declines in revenue of 6% at both Vivian Health and The Daily Beast.
Previous report
•People Inc. revenue decreased $4.9 million to $1.3 billion, due primarily to a decrease of $59.8 million, or 10%, from Print, partially offset by an increase of $54.9 million, or 8%, from Digital, net of intersegment eliminations.
Previous report
◦The Print decrease was due primarily to decreases of $22.0 million, or 16%, in advertising revenue, $18.6 million, or 18%, in project and other revenue, $16.2 million, or 7% in subscription revenue and $7.0 million, or 27%, in performance marketing revenue, partially offset by an increase of $4.0 million, or 5%, in newsstand revenue. The decreases in advertising revenue, project and other revenue, subscription revenue and performance marketing revenue are all due, in part, to the factors described above in the three-month discussion. The increase in newsstand revenue was due primarily to an increase in the number of newsstand only issues produced in the current year and increased sales efficiency on titles produced in the prior year.
Previous report
◦The Digital increase was due primarily to increases of $32.5 million, or 23%, in Performance marketing revenue, net of intersegment eliminations, and $21.4 million, or 25%, in Licensing and Other revenue. The increase in Performance marketing revenue was due primarily tothe factors described above in the three-month discussion. The increase in Licensing and Other revenue was due primarily to the contribution of a full nine months of OpenAI revenue, a partnership which began in May 2024, and improved performance of content syndication partners and Apple News+.
Previous report
•Care.com revenue decreased$14.2 million, or 5%, to $261.7 million due primarily to decreases of $10.8 million, or 7%, in Consumer Revenue and $3.4 million, or 3%, in Enterprise Revenue, due primarily to the factors described above in the three-month discussion.
Previous report
•Search revenue decreased $114.6 million, or 38%, to $183.9 million due to decreases of $94.9 million, or 38%, from Ask Media Group and $19.7 million, or 38%, from Desktop due primarily to the factors described above in the three-month discussion.
Previous report
•Emerging & Other revenue decreased $21.0 million, or 29%, to $51.5 million due primarily to the inclusion in the prior year period of $17.8 million in revenue from Mosaic Group, the assets of which were sold on February 15, 2024, and decreases of $4.6 million, or 61%, from IAC Films and 5% from Vivian Health, partially offset by an increase in revenue of 20% from The Daily Beast.
Previous report
Cost of revenue in 2025 decreased from 2024 due primarily to a decrease of $37.5 million from Search, partially offset by an increase of $0.8 million from People Inc.
Previous report
•The People Inc. increase was due primarily to an increase of $9.7 million from Digital, partially offset by a decrease of $9.0 million from Print, net of intersegment eliminations.
Previous report
◦The Digital increase was due primarily to increases of $9.7 million in compensation expense due primarily to $4.3 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities and $2.1 million related to the purchase of advertising inventory for advertising campaigns sold with D/Cipher+, partially offset by a decrease of $1.4 million in content costs due primarily to a decrease in advertising revenue.
Previous report
◦The Print decrease was due primarily to decreases of $9.1 million in production and distribution costs (postage, paper, printing and editorial), partially offset by an increase of $1.6 million in compensation expense. The decrease in production and distribution costs resulted from the planned reduction in the number of printed copies of certain publications and a decrease in paper costs. The increase in compensation expense was due to $3.3 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities, partially offset with a decrease in headcount in the fourth quarter of 2024.
Previous report
•The Search decrease was due primarily to a decrease in traffic acquisition costs of $119.9 million due primarily to the factors described above in the three-month discussion.
Previous report
•The Emerging & Other decrease was due primarily to the inclusion in the prior year period of $7.4 million in expense from Mosaic Group, the assets of which were sold on February 15, 2024, and a decrease of $2.3 million in compensation expense at The Daily Beast resulting from the planned reduction in editorial staff in the prior year.
Previous report
◦The Digital increase was due primarily to increases of $21.8 million in compensation expense, $3.4 million related to the purchase of advertising inventory for advertising campaigns sold with D/Cipher+ and $1.8 million in content costs. The increases in both compensation expense and content costs were due primarily to the factors described above in the three-month discussion. The increase in traffic acquisition costs was due primarily to a new contractual relationship entered into in the prior year to increase programmatic revenue rates.
Previous report
•The Search increase was due primarily to an increase of $3.7 million in online marketing spend due to higher traffic through the shift to internal marketing efforts and away from using affiliate partners.
Previous report
•The Care.com increase was due primarily to an increase of $1.6 million in online marketing spend due to its rebrand in June 2025.
Previous report
•The People Inc. increase was due primarily to an increase of $15.6 million from Digital, partially offset by a decrease of $14.6 million from Print, net of intersegment eliminations.
Previous report
◦The Digital increase was due primarily to increases of $10.7 million in advertising and events production expense due, in part, to online marketing spend due primarily to an increase in paid affiliate commerce commission revenue, and $4.7 million in compensation expense due to an increase in headcount and $3.1 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
Previous report
Selling and marketing expense in 2025 increased from 2024 due to increases of$15.3 million from Search and$4.9 million from People Inc., partially offset by a decreaseof $13.8 million from Emerging & Other.
Previous report
•The Search increase was due primarily to an increase of $17.2 million in online marketing spend due to the factor described above in the three-month discussion, partially offset by a decrease of $1.4 million in compensation expense due to the planned reduction in headcount.
Previous report
•The People Inc. increase was due primarily to an increase of$32.6 million from Digital, partially offset by a decrease of$27.7 million from Print, net of intersegment eliminations.
Previous report
◦The Digital increase was due primarily to increases of $23.1 million in advertising and events production expense due primarily to the factor described above in the three-month discussion, and $9.5 million in compensation expense due to an increase in headcount and commissions and $3.1 million in severance-related costs described above in the three-month discussion.
Previous report
◦The Print decrease was due primarily to decreases of $12.6 million in advertising and events production expense due, in part, to the promotion of branded events in the prior year period and a decrease in direct mail marketing spend, and $5.5 million in subscription acquisition costs and $4.5 million in compensation expense, both due primarily to the factors described above in the three-month discussion.
Previous report
•The Emerging & Other decrease was due primarily to the inclusion in the prior year of$8.3 million of expense from Mosaic Group, the assets of which were sold on February 15, 2024, a decrease of $1.8 million in compensation expense at Vivian Health primarily due to a reduction in headcount and a decrease of $1.6 million in offline marketing spend at IAC Films.
Previous report
General and administrative expense in 2025 increased from 2024 due primarily to increases of$18.0 million from Emerging & Other, $6.3 million from Corporate and $3.4 million from Care.com, partially offset by a decrease of $3.2 million from People Inc.
Previous report
•The Emerging & Other increase was due primarily to an increase of $18.2 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business.
Previous report
•The Corporate increase was due primarily to the inclusion in the prior year of a $10.0 million benefit related to a favorable settlement of a legal matter and an increase of $0.8 million in professional fees, partially offset by a decrease in compensation expense of $5.3 million due primarily to the inclusion in the prior year period of $3.5 million in stock-based compensation expense related toour former Chief Executive Officer’s (“CEO”) restricted stock award, whichwas forfeited on January 13, 2025, pursuant to his employment transition agreement(the “Employment Transition Agreement”), and a decrease in compensation expense driven by other planned headcount reductions.
Previous report
•The Care.com increase was due primarily to an impairment charge of $2.5 million of an ROU asset recognized in the third quarter of 2025 and $0.5 million in severance-related costs.
Previous report
•The People Inc. decrease was due primarily to the inclusion in 2025 of anet gain of $5.2 million froman amendment of a lease, which provided for the surrender of certain office space earlyat Other (unallocated corporate costs), partially offset by $1.4 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
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Reworded paragraphs (60)
Previous wording
IAC today is comprised of category leading businesses, including People Inc. and Care.com, among others, and holds strategic equity positions in MGM Resorts International (“MGM”) and Turo Inc. (“Turo”).
Current wording
IAC today primarily comprises leading publisher People Inc. and its strategic equity positions in MGM Resorts International (“MGM”) and Turo Inc. (“Turo”).
Previous wording
For a more detailed description of the Company’s operating businesses, see “Description of IAC Businesses” included in “Item 1—Business” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Current wording
For a more detailed description of the Company’s operating businesses, see “Description of IAC Businesses” included in “Item 1—Business” to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”).
Previous wording
On March 31, 2025, IAC completed the spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all shares of Angi capital stock held by IAC to holders of its common stock and Class B common stock. As a result of the Distribution, IAC no longer owns any shares of Angi’s capital stock and Angi became an independent public company. As a result of the Distribution, the operations of Angi are presented as discontinued operations within IAC’s consolidated financial statements for all periods prior to March 31, 2025. See “Note 12—Discontinued Operations” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information.
Current wording
On March 31, 2025, IAC completed the spin-off of Angi Inc. (“Angi”) by means of a special dividend (the “Distribution”) of all shares of Angi capital stock held by IAC to holders of its common stock and Class B common stock. Following the Distribution, IAC no longer owns any shares of Angi’s capital stock and Angi became an independent public company. As a result of the Distribution, the consolidated operations of Angi are presented as discontinued operations within IAC’s consolidated financial statements for all periods prior to March 31, 2025.
Previous wording
•Search - consists of Ask Media Group, a collection of websites providing general search services and information, and Desktop, which includes our business-to-business partnership operations and the remaining installed base of our legacy direct-to-consumer downloadable desktop applications; and
Current wording
•Search - consists of Ask Media Group, a collection of websites providing general search services and information, and Desktop, our legacy desktop search software business, which includes our business-to-business partnership operations and the remaining installed base of our direct-to-consumer downloadable desktop applications; and
Previous wording
•Vivian Health, a platform to efficiently connect healthcare professionals with job opportunities;
Current wording
•Vivian Health, a platform to efficiently connect healthcare professionals with job opportunities; and
Previous wording
•The Daily Beast and IAC Films; and
Current wording
•The Daily Beast and IAC Films.
Previous wording
◦Licensing and Other revenue - primarily includes revenue generated through brand and content licensing and similar agreements. Brand licensing generates royalties from long-term trademark licensing agreements with retailers, manufacturers, publishers and service providers. Content licensing royalties are earned from our relationship with Apple News+ as well as other content use and distribution relationships, including utilization in large-language models and other artificial intelligence-related activities.
Current wording
◦Licensing and Other revenue - primarily includes revenue generated through brand and content licensing and similar agreements. Brand licensing generates royalties from long-term trademark licensing agreements with retailers, service providers, publishers and manufacturers. Content licensing royalties are earned from our relationship with Apple News+ as well as other content use and distribution relationships, including utilization in large-language models and other artificial intelligence (“AI”) related activities.
Previous wording
•Print Revenue - primarily includes subscription, advertising, newsstand, project and other, and performance marketing revenue. Project and other revenue includes revenue from advertising agency related revenue and custom publishing. Performance marketing revenue includes revenue from marketing third-party magazine subscriptions.
Current wording
•Print Revenue - primarily includes subscription, advertising, newsstand, project and other and performance marketing revenue. Project and other revenue primarily includes revenue from custom publishing. Performance marketing revenue includes revenue from marketing third-party magazine subscriptions.
Previous wording
•Cost of revenue (exclusive of depreciation) -consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs; production, distribution and editorial costs of the People Inc. Print segment; traffic acquisition costs, which include (i) payments made to partners who direct traffic to our Ask Media Group websites and who distribute our business-to-business customized browser-based applications and (ii) the amortization of fees paid to Apple and Google related to the distribution of apps and the facilitation of in-app purchases; content costs; purchases of advertising inventory for advertising campaigns sold with People’s D/Cipher+ product; and hosting fees. Traffic acquisition costs include payment of amounts based on revenue share and other arrangements.
Current wording
•Cost of revenue (exclusive of depreciation) -consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs; production, distribution and editorial costs of the People Inc. Print segment; traffic acquisition costs, which include payments made to partners that direct traffic to our Ask Media Group websites and who distribute our business-to-business customized browser-based applications; content costs; purchases of advertising inventory for advertising campaigns sold with People’s D/Cipher product; and hosting fees. Traffic acquisition costs include payment of amounts based on revenue share and other arrangements.
Previous wording
•Selling and marketing expense -consists primarily of advertising expenditures, which include online marketing expenditures, including fees paid to search engines, social media sites and other online marketing platforms; offline marketing expenditures, which primarily consists of costs related to television, streaming, direct mail and radio advertising; compensation expense (including stock-based compensation expense) and other employee-related costs for sales force and marketing personnel; and People Inc. subscription acquisition costs.
Current wording
•Selling and marketing expense -consists primarily of advertising expenditures, which include online marketing expenditures, including fees paid to search engines, social media sites and other online marketing platforms; offline marketing expenditures, which primarily consists of costs related to direct mail and promotional events; compensation expense (including stock-based compensation expense) and other employee-related costs for sales force and marketing personnel; and subscription acquisition costs of the People Inc. Print segment.
Previous wording
•General and administrative expense -consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions; rent expense (including impairments of right-of-use assets or “ROU assets” and gains or losses on the amendments or early terminations of lease agreements) and facilities cost; fees for professional services (including transaction-related costs related to the Distribution and acquisitions); provision for credit losses; and software license and maintenance costs.
Current wording
•General and administrative expense -consists primarily of compensation expense (including stock-based compensation expense) and other employee-related costs for personnel engaged in executive management, finance, legal, tax, human resources and customer service functions; rent expense (including impairments of right-of-use assets or “ROU assets” and gains or losses on the amendments or early terminations of lease agreements) and facilities cost; fees for professional services (including transaction-related costs related to the sale of Care.com, the Distribution and acquisitions); provision for credit losses; and software license and maintenance costs.
Previous wording
Long-term debt -All of the Company’s long-term debt are liabilities of People Inc. (For additional information see “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements”):
Current wording
Long-term debt -The Company’s long-term debt is solely the liability of People Inc. (For additional information see “Note 3—Long-term Debt” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements”):
Previous wording
•Term Loan A-1- due May 14, 2030. On May 14, 2025, People Inc. entered into the Incremental Assumption Agreement and Amendment No. 2 to the Credit Agreement ("Amendment No. 2"), which replaced $288.8 million of the then outstanding Term Loan A with $350 million of the Term Loan A-1 and provided for a new five-year $150 million revolving credit facility (“Revolving Facility”). At September 30, 2025, the outstanding balance of the Term Loan A-1 was $345.6 million and bore interest at secured overnight financing rate (“SOFR”) plus 2.00%, or 6.14%. At December 31, 2024, the outstanding balance of the Term Loan A was $297.5 million and bore interest at an adjusted term SOFR plus 2.25%, or 6.94%. The Term Loan A-1 requires quarterly principal payments, which commenced September 30, 2025.
Current wording
•Term Loan A-1- due May 14, 2030. On May 14, 2025, People Inc. entered into the Incremental Assumption Agreement and Amendment No. 2 to the Credit Agreement (“Amendment No. 2”), which replaced $288.8 million of the then outstanding Term Loan A with $350 million of the Term Loan A-1 and provided for a new five-year $150 million revolving credit facility (“Revolving Facility”). At March 31, 2026 and December 31, 2025, the outstanding balance of the Term Loan A-1 was $336.9 million and $341.3 million, respectively, and bore interest at secured overnight financing rate (“SOFR”) plus 2.00%, or 5.67% and 5.73%, respectively. The Term Loan A-1 requires quarterly principal payments, which commenced September 30, 2025, of $4.4 million through December 31, 2027, $8.8 million thereafter through December 31, 2028 and $13.1 million thereafter through maturity.
Previous wording
•Term Loan B-2 - due June 16, 2032. On June 16, 2025, People Inc. completed the refinancing and replacement of its then outstanding $1.18 billion Term Loan B-1 with a combination of $700 million of the Term Loan B-2 and $400 million of the 7.625% Senior Secured Notes due June 15, 2032 (“2032 Notes”). At September 30, 2025 and December 31, 2024, the outstanding balances of the Term Loan B-2 and the Term Loan B-1 were $700.0 million and $1.18 billion, respectively, and bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.78% and 8.05%, respectively, as the applicable margin was unchanged under the governing agreements. The Term Loan B-2 requires quarterly principal payments commencing March 31, 2026.
Current wording
•Term Loan B-2 - due June 16, 2032. On June 16, 2025, People Inc. completed the refinancing and replacement of its then outstanding $1.18 billion Term Loan B-1 with a combination of $700 million of the Term Loan B-2 and $400 million of the 7.625% Senior Secured Notes due June 15, 2032 (“2032 Notes”). At March 31, 2026 and December 31, 2025, the outstanding balance of the Term Loan B-2 was $698.3 million and $700.0 million, respectively, and bore interest at SOFR, subject to a minimum of 0.50%, plus 3.50%, or 7.17% and 7.37%, respectively, as the applicable margin was unchanged under the governing agreements. The Term Loan B-2 requires quarterly principal payments of $1.8 million, which commenced March 31, 2026 through maturity.
Previous wording
•2032 Notes - due June 15, 2032. At September 30, 2025 the outstanding balance of the 2032 Notes, described above, was $400.0 million.
Current wording
•2032 Notes - due June 15, 2032. At March 31, 2026 and December 31, 2025, the outstanding balance of the 2032 Notes was $400.0 million.
Previous wording
•Revolving Facility - expires May 14, 2030. Amendment No. 2 provides for a revolving credit facility of $150 million, which replaced the then existing revolving credit facility. To date, People Inc. has not made any borrowings under any of its revolving credit facilities.
Current wording
•Revolving Facility - is a revolving credit facility of $150 million, which expires on May 14, 2030. To date, People Inc. has never borrowed under its revolving credit facilities.
Previous wording
Results of Operations for the Three and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024
Current wording
Results of Operations for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Previous wording
•People Inc. revenue decreased $9.6 million, or 2%, to $429.8 million due to a decrease of $29.5 million, or 15%, from Print, partially offset by an increase of $19.9 million, or 8%, from Digital, net of intersegment eliminations.
Current wording
•People Inc. revenue decreased $7.3 million, or 2%, to $385.7 million, despite the increase of $18.1 million, or 8%, from Digital, net of intersegment eliminations, due to a decrease of $25.4 million, or 16%, from Print.
Previous wording
◦The Digital increase was due primarily to increases of $19.6 million, or 42%, in Performance marketing revenue, net of intersegment eliminations, and $6.9 million, or 24%, in Licensing and Other revenue, partially offset by a decrease of $6.6 million, or 4%, in Advertising revenue, net of intersegment eliminations. The increase in Performance marketing revenue was due primarily to an increase in affiliate commerce commission revenue due tohigher transaction volumes and the timing of volume-related retailer incentive programs, partially offset by a decrease in performance marketing service revenue primarily in the Finance category. The increase in Licensing and Other revenue was due primarily toimproved performance from Apple News+ and content syndication partners. The decrease in Advertising revenue was driven primarily by lower programmatic revenue primarily due to lower impression volumes driven by a 6% decline in Core Sessions, due primarily to the impact of the increasing prominence of Google AI Overviews on Google search sessions, and an increased portion of impression volume consumed by premium advertising, partially offset by higher programmatic rates. The Company expects the increasing prominence of Google AI Overviews to continue to negatively impact Core Sessions. The decrease in programmatic revenue was partially offset by an increase in premium advertising sold through the People Inc. sales team in the Travel, Technology and Finance categories as well as the increasing contribution from D/Cipher+.
Current wording
◦The Digital increase was due primarily to increases of $8.3 million, or 26%, in Licensing and Other revenue, $8.2 million, or 16%, in Performance marketing revenue, net of intersegment eliminations, and $1.6 million, or 1%, in Advertising revenue. The increase in Licensing and Other revenue was due primarily to improved performance of Apple News+ and content syndication partners and the contribution from Meta, a content partnership which was signed in the fourth quarter of 2025. The increase in Performance marketing revenue was due primarily to an increase in affiliate commerce commission revenue due tohigher transaction volumes and the achievement of volume-related retailer incentive programs, partially offset by a decrease in performance marketing service revenue primarily in the Finance category. The increase in Advertising revenue was due primarily to growth in direct-sold premium advertising in the Health and Pharmaceuticals, Home and Consumer Packaged Goods and Technology and Telecommunications categories as well as increased contribution from the D/Cipher+ advertising product and other Non-session-based revenue, partially offset by declines in premium programmatic volume. Additionally, open programmatic advertising revenue decreased due primarily to lower impression volumes driven by a 17% decline in Core Sessions, due primarily to the impact of the increasing prominence of Google AI Overviews on Google search sessions, partially offset by higher programmatic rates. The Company expects the increasing prominence of Google AI Overviews to continue to negatively impact Core Sessions and advertising revenue.
Previous wording
◦The Print decrease was due primarily to decreases of $9.9 million, or 12%, in subscription revenue, $9.2 million, or 25%, in project and other revenue, $8.4 million, or 18%, in advertising revenue and $1.9 million, or 26%, in performance marketing revenue. The decreases in subscription revenue, advertising revenue and performance marketing revenue are all due, in part, to ongoing portfolio optimization changes that resulted in a reduction in the number of issues sold in the current quarter compared to the prior year quarter and the ongoing and continuing broader migration of audience from print to digital platforms. The decrease in project and other revenue was due to a decrease in revenue due to the inclusion in 2024 of political advertising spend on third-party publisher platforms from a legacy agency business, fewer project-related contracts compared to the prior year period and a shift in the timing of a certain branded event from the third quarter of 2024 to the fourth quarter of 2025.
Current wording
◦The Print decrease was due primarily to decreases of $12.9 million, or 17%, in subscription revenue, $7.6 million, or 20%, in advertising revenue, $2.5 million, or 16%, in project and other revenue and $2.2 million, or 27%, in performance marketing revenue. The decreases in subscription revenue, advertising revenue, and performance marketing revenue are all due, in part, to ongoing portfolio optimization changes that resulted in a reduction in the number of issues sold in the current year compared to the prior year and the ongoing and continuing broader migration of audience from print to digital platforms. The decrease in project and other revenue was due primarily to fewer project-related contracts compared to the prior year.
Previous wording
•Search revenue decreased $36.4 million, or 41%, to $51.9 million due to decreases of $29.8 million, or 41%, from Ask Media Group, due primarily to frequent changes to Google’s algorithm and policy updates, resulting in a reduction in marketing through affiliate partners, which drove fewer visitors to our ad-supported search and content websites, and $6.6 million, or 42%, from Desktop due primarily to the continued decline in search queries from our legacy business-to-business partnership operations.
Current wording
•Search revenue decreased $53.2 million, or 76%, to $17.1 million due to decreases of $46.4 million, or 80%, from Ask Media Group due primarily to frequent Google algorithm changes and policy updates, as well as the revised terms of the Services Agreement that became effective April 2025, resulting in a reduction in marketing through affiliate partners, which drove fewer visitors to our ad-supported search and content websites, and $6.8 million, or 54%, from Desktop due primarily to continued decline in search queries.
Previous wording
Cost of revenue in 2025 decreased from 2024 due primarily to decreases of $122.1 million from Search, $9.8 million from Emerging & Other and $7.6 million from People Inc.
Current wording
Cost of revenue in 2026 decreased from 2025 due primarily to decreases of $23.4 million from Search and $5.1 million from People Inc.
Previous wording
•The Search decrease was due primarily to a decrease in traffic acquisition costs of $36.9 million following a decrease in revenue and the proportion of revenue earned from affiliate partners who direct traffic to our websites.
Current wording
•The Search decrease was due primarily to a decrease in traffic acquisition costs of $24.0 million following a decrease in revenue and the proportion of revenue earned from affiliate partners who direct traffic to our websites.
Previous wording
◦The Print decrease was due primarily to a decrease of $30.6 million in production and distribution costs (postage, printing, paper and editorial) resulting from the planned reduction in the number of printed copies of certain publications and a decrease in paper costs, $5.6 million in costs related to fulfill political advertising on third-party publisher platforms from a legacy agency business in the prior year and a net decrease of $0.7 million in compensation expense primarily related to headcount reductions in the fourth quarter of 2024, partially offset by $3.3 million in severance-related costs described above in the three-month discussion.
Current wording
•The People Inc. decrease was due primarily to a decrease of $6.0 million from Print due primarily to a decrease of $6.8 million in production and distribution costs (postage, paper, printing and editorial) resulting from the planned reduction in the number of printed copies of certain publications and a corresponding reduction in the consumption of paper.
Previous wording
Selling and marketing expense in 2025 increased from 2024 due to increasesof$3.3 million from Search, $2.2 million from Care.com and $1.0 million from People Inc.
Current wording
Selling and marketing expense in 2026 decreased from 2025 due to decreases of$20.8 million from Search and$3.7 million from People Inc.
Previous wording
•The People Inc. decrease was due primarily to a decrease of $36.1 million from Print, net of intersegment eliminations, partially offset by an increase of $28.5 million from Digital.
Current wording
•The People Inc. decrease was due primarily to a decrease of$12.0 million from Print, net of intersegment eliminations, partially offset by an increase of$8.4 million from Digital.
Previous wording
◦The Print decrease was due primarily to decreases of $5.7 million in advertising and events production expense due, in part, to the promotion of branded events in the prior year, $5.4 million in subscription acquisition costs due primarily to the on-going portfolio optimization changes that reduced the number of issues produced in the third quarter of 2025 compared to the prior year period and $0.7 million in compensation expense due to headcount reductions, partially offset by $2.2 million in severance-related costs in the third quarter of 2025 driven by headcount reductions to better align the business with strategic growth priorities.
Current wording
◦The Print decrease was due primarily to a decrease of $10.4 million in subscription acquisition costs due primarily to the on-going portfolio optimization changes that reduced the number of issues produced compared to the prior year.
Previous wording
Amortization of intangibles in 2025 decreased from 2024 due primarily to lower expense at People Inc. due to certain intangible assets that became fully amortized in the prior year.
Current wording
Amortization of intangibles in 2026 decreased from 2025 at People Inc. due primarily to the accelerated amortization of certain usage-based intangible assets and lower expense due to certain intangible assets that became fully amortized in the prior year.
Previous wording
At September 30, 2025, there was $89.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.0 years.
Current wording
At March 31, 2026, there was $97.4 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.1 years.
Previous wording
•People Inc. Adjusted EBITDA decreased 5% to $65.0 million due to decreases in Adjusted EBITDA of $7.3 million from Print and $2.4 million from Digital, partially offset by a decrease in Adjusted EBITDA losses of $6.0 million from Other (unallocated corporate costs).
Current wording
•People Inc. Adjusted EBITDA decreased 46% to $43.5 million due to an increase in Adjusted EBITDA loss of $37.3 million from Other (unallocated corporate costs) and a decrease in Adjusted EBITDA of $7.9 million from Print, partially offset by an increase in Adjusted EBITDA of $8.4 million from Digital.
Previous wording
◦The Other (unallocated corporate costs) Adjusted EBITDA increase was due primarily to the inclusion in 2025 of net gains of $41.5 million resulting from amendments of a lease, which provided for the surrender of certain office space early, reflecting $36.2 million recognized in the first quarter of 2025 from the surrender of certain unoccupied office space early and $5.2 million described above in the three-month discussion.
Current wording
◦The Other (unallocated corporate costs) Adjusted EBITDA loss increase was due primarily to the inclusion in the prior year of a net gain of $36.2 million resulting from the amendment to a lease, which provided for the surrender of certain office space early and $2.1 million of costs in the first quarter of 2026 related to the antitrust litigation against Google.
Previous wording
◦The Print Adjusted EBITDA increase was due primarily to lower operating expenses from continued cost rationalization efforts, partially offset by lower revenue and $5.8 million in severance-related costs described above in the three-month discussion.
Current wording
◦The Print Adjusted EBITDA decrease was due primarily to lower revenue, partially offset by lower operating expenses from continued cost rationalization efforts.
Previous wording
•Emerging & Other Adjusted EBITDA loss increased $17.9 million to $20.0 million due primarily to an increase of $18.2 million in legal fees and settlement expenses for litigation that concluded in the third quarter of 2025 related to a legacy business, partially offset by increased profits at Vivian Health.
Current wording
•Emerging & Other Adjusted EBITDA increased $8.7 million to $4.2 million from a loss of $4.5 million due primarily to the inclusion in the prior year of $5.9 million in legal fees for litigation that concluded in the third quarter of 2025 related to a legacy business and increased profits at The Daily Beast and Vivian Health.
Previous wording
Interest expense in 2025 decreased from 2024 due primarily to decreases in interest rates and the amount of debt outstanding under the Term Loans, partially offset by interest expense on the 2032 Notes issued June 16, 2025.
Current wording
Interest expense in 2026 decreased from 2025 due primarily to both decreases in the amount of debt outstanding and interest rates under the Term Loans, partially offset by interest expense on the 2032 Notes.
Previous wording
The Company accounts for its investment in MGM under the equity method of accounting and has elected to account for this investment pursuant to the fair value option. The fair value of the investment in MGM is remeasured each reporting period based upon MGM’s closing stock price on the New York Stock Exchange on the last trading day in the reporting period; any unrealized pre-tax gains or losses are included in the statement of operations.
Current wording
At March 31, 2026, the Company owns 66.8 million common shares of MGM, including 1.0 million common shares purchased in the first quarter of 2026 for $37.2 million, which represents approximately 26.1% of MGM's common shares outstanding. The Company accounts for its investment in MGM under the equity method of accounting using the fair value option. The fair value of the investment in MGM is remeasured each reporting period based upon MGM’s closing stock price on the New York Stock Exchange on the last trading day in the reporting period; any unrealized pre-tax gains or losses are included in the statement of operations.
Previous wording
In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to the change in the estimated annual effective income tax rate, excess tax benefits generated by the exercise of stock-based awards, non-deductible compensation expense and state taxes, partially offset by research credits.
Current wording
In 2026, the effective income tax rate is higher than the statutory rate of 21% due primarily to state taxes, including an adjustment to deferred state income taxes resulting from the sale of Care.com, and non-deductible compensation expense, partially offset by research credits.
Previous wording
In 2025, the effective income tax rate is higher than the statutory rate of 21% due primarily to non-taxable stock-based compensation expense, state taxes and the realization of a capital loss, partially offset by research credits and a deferred tax adjustment. The non-taxable stock-based compensation expense relates to the forfeiture of our former CEO’s restricted stock award pursuant to the Employment Transition Agreement.
Current wording
In 2025, the effective income tax rate is lower than the statutory rate of 21% due primarily to non-deductible compensation expense, partially offset by research credits and non-taxable stock-based compensation expense, which was reversed due to the forfeiture of our former CEO’s restricted stock award pursuant to the Employment Transition Agreement.
Previous wording
Net earnings attributable to noncontrolling interests in 2025 and 2024 primarily represents the publicly-held interest in Angi’s earnings prior to the Distribution, which was completed on March 31, 2025. Net earnings attributable to noncontrolling interests for the three and nine months ended September 30, 2025 also includes the allocation of losses related to a business in the Emerging & Other segment.
Current wording
Net earnings attributable to noncontrolling interests in 2026 primarily represents the allocation of earnings related to a business in Emerging & Other. Net earnings attributable to noncontrolling interests in 2025 primarily represents the publicly-held interest in Angi’s earnings prior to the Distribution, which was completed on March 31, 2025.
Previous wording
The Company reports Adjusted EBITDA, which is a non-GAAP measure, as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is our primary segment measure of profitability and among the metrics by which we evaluate the performance of our businesses, and our internal budgets are based and may also impact management compensation. 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. This non-GAAP measure 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. The Company endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.
Current wording
The Company reports Adjusted EBITDA, which is a non-GAAP measure, as a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). This measure is also our primary segment measure of profitability and among the metrics by which we evaluate the performance of our businesses, and our internal budgets are based and may also impact management compensation. We believe that investors and analysts should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure 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. The Company endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure. We encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure, which we discuss below.
Previous wording
Adjusted EBITDA (Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, if applicable. We believe this measure is useful for analysts and investors as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.
Current wording
Adjusted EBITDA (Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization) is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, if applicable. We believe this measure is useful for investors and analysts as this measure allows a more meaningful comparison between our performance and that of our competitors. Adjusted EBITDA has certain limitations because it excludes the impact of these expenses.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
See “Note 12—Discontinued Operations” in the accompanying notes to the financial statements included in “Item 1—Consolidated Financial Statements” for additional information.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In 2024, the effective income tax rate is higher than the statutory rate of 21% due primarily to state taxes.