IAC Inc
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 29, 2024
PPLI$43.79+0.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this Report:
(1) Consolidated Financial Statements of IAC
Report of Independent Registered Public Accounting Firm: Ernst & Young LLP (PCAOB ID:42).
Consolidated Statement of Comprehensive Operations for the Years Ended December 31, 2023, 2022 and 2021.
Consolidated Statement of Shareholders' Equity for the Years Ended December 31, 2023, 2022 and 2021.
Notes to Consolidated Financial Statements.
(2) Consolidated Financial Statement Schedule of IAC
| ScheduleNumber | |
|---|---|
| II | Valuation and Qualifying Accounts. |
All other financial statements and schedules not listed have been omitted since the required information is either included in the Consolidated Financial Statements or the notes thereto, is not applicable or is not required.
(3) Exhibits
The exhibits listed below are filed as part of, or are incorporated by reference in, this annual report. References to "Old IAC" below refer to then IAC/InterActiveCorp under SEC File No. 000-20570. IAC/InterActiveCorp changed its name to IAC Inc., effective August 11, 2022. ANGI Homeservices Inc. changed its name to Angi Inc., effective March 17, 2021.
| ExhibitNo. | Description | Location |
| 2.1 | Agreement and Plan of Merger, dated as of October 6, 2021, by and among, Meredith, New Meredith, Dotdash and, for certain limited purposes set forth therein, IAC/InterActiveCorp. | Filed as Exhibit 2.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on October 7, 2021. |
| 2.2 | Separation Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021. | Filed As Exhibit 2.1 to IAC/InterActiveCorp's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021. |
| 2.3 | Agreement and Plan or Merger by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. and Care.com, Inc., dated December 20, 2019.(1) | Filed as Exhibit 2.1 to Old IAC’s Current Report on Form 8-K, filed on December 23, 2019. |
| 2.4 | Transaction Agreement, dated as of December 19, 2019, by and among Old IAC, IAC/InterActiveCorp, Valentine Merger Sub LLC and Match Group, Inc.(1) | Filed as Annex A to the joint proxy statement/prospectus forming a part of IAC/InterActiveCorp’s Registration Statement on Form S-4 filed by Old IAC and IAC/InterActiveCorp on February 13, 2020. |
| 2.5 | Amendment No. 1, dated April 28, 2020, to the Transaction Agreement, dated as of December 19, 2019, by and among Old IAC, IAC/InterActiveCorp, Valentine Merger Sub LLC and Match Group, Inc. | Filed as Exhibit 2.1 to Old IAC’s Current Report on Form 8-K, filed on April 28, 2020. |
| 2.6 | Amendment No. 2, dated June 22, 2020, to the Transaction Agreement, dated as of December 19, 2019, by and among Old IAC, IAC/InterActiveCorp, Valentine Merger Sub LLC and Match Group, Inc. | Filed as Exhibit 2.1 to Old IAC’s Current Report on Form 8-K, filed on June 22, 2020. |
| 2.7 | Agreement and Plan of Merger, dated as of May 1, 2017, by and among Angie’s List, Inc., IAC/InterActiveCorp, ANGI Homeservices Inc. and Casa Merger Sub, Inc.(1) | Annex B to the Proxy Statement/Prospectus filed on August 30, 2017 by ANGI Homeservices Inc. pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended. |
| 3.1 | Restated Certificate of Incorporation of IAC Inc. | Filed as Exhibit 3.1 to IAC Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
| 3.2 | Restated Certificate of Incorporation of IAC/InterActiveCorp. | Filed as Exhibit 3.1(c) to IAC/InterActiveCorp’s Current Report on Form 8-K filed on July 2, 2020. |
| 3.3 | Certificate of Amendment of Restated Certificate of Incorporation of IAC/InterActiveCorp. | Exhibit 4.2 to the Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (File No. 333-251656), filed by IAC/InterActiveCorp on May 26, 2021. |
| 3.4 | Certificate of Amendment of Restated Certificate of Incorporation of IAC Inc. | Exhibit 3.1 to IAC Inc.'s Current Report on Form 8-K, filed on August 12, 2022. |
| 3.5 | Amended and Restated By-laws of IAC Inc. | Exhibit 3.2 to IAC Inc.'s Current Report on Form 8-K, filed on August 12, 2022. |
| 3.6 | Certificate of Designations of Series A Cumulative Preferred Stock. | Filed as Exhibit 3.2 to IAC/InterActiveCorp’s Current Report on Form 8-K filed on July 2, 2020. |
| 4.1 | Description of IAC Inc. Capital Stock. | Filed as Exhibit 4.1 to IAC Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
| 4.2 | Indenture, dated as of August 20, 2020, among ANGI Group, LLC, the guarantors party thereto and Computershare Trust Company, N.A., as trustee. | Filed as Exhibit 4.1 to the Current Report on Form 8-K filed by ANGI Homeservices Inc. on August 20, 2020. |
| 10.1 | Amended and Restated Governance Agreement, dated as of August 9, 2005, among IAC/InterActiveCorp, Liberty Media Corporation and Barry Diller. | Filed as Exhibit 10.1 to Old IAC’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005. |
| 10.2 | Letter Agreement, dated as of December 1, 2010, by and among IAC/InterActiveCorp, Liberty Media Corporation, Liberty USA Holdings, LLC and Barry Diller. | Filed as Exhibit 10.1 to Old IAC’s Current Report on Form 8-K, filed on December 6, 2010. |
| 10.3 | Letter Agreement, dated as of December 1, 2010, by and between IAC/InterActiveCorp and Barry Diller. | Filed as Exhibit 10.2 to Old IAC’s Current Report on Form 8-K, filed on December 6, 2010. |
| 10.4 | Credit Agreement, dated as of December 1, 2021, by and among Dotdash Meredith, Inc., as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto. | Filed as Exhibit 10.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on December 1, 2021. |
| 10.5 | IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.(2) | Filed as Exhibit 10.1 to Old IAC’s Current Report on Form 8-K, filed on June 29, 2018. |
| 10.6 | Form of Notice and Terms and Conditions for 2020 Five- Year Restricted Stock Unit Awards.(2) | Filed as Exhibit 10.7 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
| 10.7 | Form of Notice and Terms and Conditions for 2023 and 2024 Restricted Stock Units. (2)(3) | |
| 10.8 | IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(2) | Filed as Exhibit 10.1 to Old IAC’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013. |
| 10.9 | Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan.(2) | Filed as Exhibit 10.6 to Old IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013. |
| 10.10 | IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(2) | Filed as Annex F to Old IAC’s Definitive Proxy Statement, filed on July 11, 2008. |
| 10.11 | Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.(2) | Filed as Exhibit 10.7 to Old IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |
| 10.12 | IAC/InterActiveCorp Amended and Restated 2005 Stock and Annual Incentive Plan (effective December 17, 2008).(2) | Filed as Exhibit 10.8 to Old IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. |
| 10.13 | Form of Terms and Conditions for Stock Options granted under the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan.(2) | Filed as Exhibit 10.1 to Old IAC’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2008. |
| 10.14 | Summary of Non-Employee Director Compensation Arrangements.(2) | Filed as Exhibit 10.16 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
| 10.15 | 2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors.(2) | Filed as Exhibit 10.1 to Old IAC's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011. |
| 10.16 | Equity and Bonus Compensation Arrangement, dated as of August 24, 1995, between Barry Diller and the Registrant.(2) | Filed as Exhibit 10.26 to Old IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996. |
| 10.17 | Employment Agreement between Joseph Levin and IAC/InterActiveCorp, dated as of November 5, 2020.(2) | Filed as Exhibit 10.1 to IAC/InterActiveCorp’s Current Report on Form 8-K, filed on November 6, 2020. |
| 10.18 | Amended and Restated Restricted Stock Agreement, dated as of June 7, 2021, by and between Joseph Levin and IAC/InterActiveCorp.(2) | Filed as Exhibit 10.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on June 8, 2021. |
| 10.19 | Second Amended and Restated Employment Agreement between Victor A. Kaufman and IAC/InterActiveCorp, dated as of March 15, 2012.(2) | Filed as Exhibit 10.1 to Old IAC’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012. |
| 10.20 | Employment Agreement between Christopher Halpin and IAC/InterActiveCorp, dated as of January 4, 2022.(2) | Filed as Exhibit 10.19 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
| 10.21 | Employment Agreement between Mark Stein and IAC/InterActiveCorp, dated as of June 28, 2018.(2) | Filed as Exhibit 10.2 to Old IAC’s Current Report on Form 8-K, filed on June 29, 2018. |
| 10.22 | Amendment No. 1 to Employment Agreement, dated as of March 1, 2023, between IAC Inc. and Mark Stein.(2) | Filed as Exhibit 10.1 to IAC's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023. |
| 10.23 | Employment Agreement between Kendall Handler and IAC/InterActiveCorp, dated as of December 31, 2020.(2) | Filed as Exhibit 10.25 to IAC/InterActiveCorp's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
| 10.24 | Google Services Agreement, dated as of October 26, 2015, between IAC/InterActiveCorp and Google Inc.(3)(4) | |
| 10.25 | Amendment No. 3 to Google Services Agreement, dated as of February 11, 2019 (with an effective date of April 1, 2020), between IAC/InterActiveCorp and Google LLC.(3)(4) | |
| 10.26 | Amendment No. 4 to Google Services Agreement, dated as of August 23, 2021 (with an effective date of August 1, 2021), between IAC/InterActiveCorp and Google LLC and certain of their respective subsidiaries.(3)(4) | |
| 10.27 | Employee Matters Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021. | Filed as Exhibit 10.2 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on May 28, 2021. |
| 10.28 | Tax Matters Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021. | Filed as Exhibit 10.3 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on May 28, 2021. |
| 10.29 | Transition Services Agreement by and between IAC/InterActiveCorp and Vimeo, Inc., dated as of May 24, 2021. | Filed as Exhibit 10.1 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on May 28, 2021. |
| 10.30 | Amended and Restated Employee Matters Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp and Match Group, Inc. | Filed as Exhibit 10.3 to IAC/InterActiveCorp's Current Report on Form 8-K, filed on July 2, 2020. |
| 10.31 | Tax Matters Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp and Match Group, Inc. | Filed as Exhibit 10.2 to IAC/InterActiveCorp’s Current Report on Form 8-K, filed on July 2, 2020. |
| 10.32 | Transition Services Agreement, dated as of June 30, 2020, by and between IAC/InterActiveCorp and Match Group, Inc. | Filed as Exhibit 10.1 to IAC/InterActiveCorp’s Current Report on Form 8-K, filed on July 2, 2020. |
| 10.33 | Contribution Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. | Filed as Exhibit 2.1 to Old IAC’s Current Report on Form 8-K, filed on October 2, 2017. |
| 10.34 | Employee Matters Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.(1) | Filed as Exhibit 2.5 to Old IAC’s Current Report on Form 8-K, filed on October 2, 2017. |
| 10.35 | Investor Rights Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. | Filed as Exhibit 2.2 to Old IAC’s Current Report on Form 8-K, filed on October 2, 2017. |
| 10.36 | Tax Sharing Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc. | Filed as Exhibit 2.4 to Old IAC’s Current Report on Form 8-K, filed on October 2, 2017. |
| 10.37 | Services Agreement, dated as of September 29, 2017, by and between IAC/InterActiveCorp and ANGI Homeservices Inc.(1) | Filed as Exhibit 2.3 to Old IAC’s Current Report on Form 8-K, filed on October 2, 2017. |
| 21.1 | Subsidiaries of the Registrant as of December 31, 2023.(3) | |
| 23.1 | Consent of Ernst & Young LLP.(3) | |
| 23.2 | Consent of Deloitte & Touche LLP.(3) | |
| 31.1 | Certification of the Chairman and Senior Executive pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(3) | |
| 31.2 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(3) | |
| 31.3 | Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(3) |
| 32.1 | Certification of the Chairman and Senior Executive pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(5) | |
| 32.2 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(5) | |
| 32.3 | Certification of the Chief Financial Officer and Chief Operating Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(5) | |
| 97.1 | IAC Inc.’s Clawback Policy(3) | |
| 99.1 | Voting Agreement, dated as of November 5, 2020, by and among Barry Diller, The Arrow 1999 Trust, dated September 16, 1999, as amended, The AVF Trust U/A/D February 17, 2016, The TVF Trust U/A/D February 17, 2016, The TALT Trust U/A/D February 17, 2016, and Joseph M. Levin. | Filed as Exhibit 99.1 to IAC/InterActiveCorp’s Current Report on Form 8-K, filed on November 6, 2020. |
| 99.2 | Consolidated Financial Statements of MGM Resorts International, Report of Independent Registered Public Accounting Firm thereon and Notes to such Consolidated Financial Statements - Incorporated by reference to Item 8 of MGM Resorts International's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-10362) filed with the Securities and Exchange Commission on February 23, 2024. | Item 8 of MGM Resorts International's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-10362) filed with the Securities and Exchange Commission on February 23, 2024. |
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(1)Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish on a supplemental basis a copy of any omitted attachment to the SEC on a confidential basis upon request.
(2)Reflects management contracts and management and director compensatory plans.
(3)Filed herewith.
(4)Certain confidential information has been omitted from this exhibit pursuant to applicable SEC rules.
(5)Furnished herewith.
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