IAC Inc
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
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Item 8. Financial Statements and Supplementary Data
To the Shareholders and the Board of Directors of IAC Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of IAC Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive operations, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| Valuation of Goodwill | |
|---|---|
| Description of the Matter | As of December 31, 2024, the Company’s goodwill was $2.9 billion. As disclosed in Note 2 to the consolidated financial statements, goodwill is assessed annually for impairment using either a qualitative or quantitative approach as of October 1, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Auditing management’s quantitative impairment tests for goodwill was challenging given the inherent judgements and estimates involved in estimating the fair value of the reporting units. Specifically, the fair value estimates of the Company’s Angi Ads and Leads, Angi Services and Care.com reporting units were sensitive to assumptions such as the discount rate, revenue growth rates and future cash flows, which are affected by factors such as expected future industry or economic conditions. |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its goodwill impairment review process. For example, we tested the controls over the Company’s review of the significant assumptions in estimating the fair value of the reporting units. To test the estimated fair values of the Angi Ads and Leads, Angi Services, and Care.com reporting units, our audit procedures included, among others, assessing the methodologies used to develop the estimated fair values and testing the significant assumptions and underlying data used by the Company. We evaluated the Company’s underlying forecast and budget information by comparing the significant assumptions to historical results, forecasted information included in analyst reports and the Company's guideline companies in the same industry and current economic trends. We performed sensitivity analyses of significant assumptions to evaluate the changes in the estimated fair values of the reporting units that would result from changes in the assumptions. In addition, we involved internal valuation specialists to assist in evaluating the methodologies and significant assumptions applied in developing the fair value estimates. |
| Revenue Processed by Highly Automated Proprietary Systems - Consumer Connection Revenue | |
|---|---|
| Description of the Matter | As described in Note 2 to the consolidated financial statements, the Company’s revenue includes domestic Ads and Leads revenue. Ads and Leads revenue includes consumer connection revenue, which comprises fees paid by service professionals for consumer matches. Domestic consumer connection revenue was $606.6 million, as disclosed in Note 9, for the year ended December 31, 2024. The Company’s domestic consumer connection revenue is based on contractual terms with the Company’s customers and is comprised of a significant volume of low-dollar transactions. The processing and recording of domestic consumer connection revenue is highly automated within the Company’s information technology (“IT”) systems that are principally proprietary. Given the complexity of the IT systems involved, auditing domestic consumer connection revenue required a significant extent of effort and increased involvement of professionals with expertise in IT to identify, test, and evaluate the Company’s relevant systems and automated controls utilized to process and record these transactions. |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls related to the recording and accounting for domestic consumer connection revenue. With the involvement of IT professionals, we identified the relevant systems used by the Company to process, calculate, and record revenue. Where applicable, we tested the IT general controls over those systems, including testing of user access controls, change management controls, and IT operations controls as well as certain automated application controls related to the recording of revenue at period end. We also tested the Company’s controls to address the completeness and accuracy of transaction data.Our audit procedures related to the Company’s domestic consumer connection revenue also included reconciling revenue recorded to cash received, testing the details for a sample of specific cash receipts to third party banking information and evidence of the related customer arrangement, testing the calculations of revenue performed within the Company’s systems to the amount recorded in the general ledger, and reviewing revenue trends occurring near year-end. |
/s/Ernst & Young LLP
We have served as the Company’s auditor since 2019.
New York, New York
February 28, 2025
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| (In thousands, except par value amounts) | ||
| ASSETS | ||
| Cash and cash equivalents | $1,798,170 | $1,297,445 |
| Marketable securities | — | 148,998 |
| Accounts receivable, net | 519,690 | 536,650 |
| Other current assets | 167,175 | 257,499 |
| Total current assets | 2,485,035 | 2,240,592 |
| Buildings, land, capitalized software, equipment and leasehold improvements, net | 392,761 | 455,281 |
| Goodwill | 2,877,078 | 3,024,266 |
| Intangible assets, net of accumulated amortization | 722,135 | 874,705 |
| Investment in MGM Resorts International | 2,242,672 | 2,891,850 |
| Long-term investments | 438,534 | 411,216 |
| Other non-current assets | 388,945 | 473,267 |
| TOTAL ASSETS | $9,547,160 | $10,371,177 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| LIABILITIES: | ||
| Current portion of long-term debt | $35,000 | $30,000 |
| Accounts payable, trade | 71,991 | 105,514 |
| Deferred revenue | 98,568 | 143,449 |
| Accrued expenses and other current liabilities | 680,633 | 671,527 |
| Total current liabilities | 886,192 | 950,490 |
| Long-term debt, net | 1,931,847 | 1,993,154 |
| Deferred income taxes | 13,867 | 164,612 |
| Other long-term liabilities | 410,866 | 474,540 |
| Redeemable noncontrolling interests | 25,415 | 33,378 |
| Commitments and contingencies | ||
| SHAREHOLDERS' EQUITY: | ||
| Common Stock, $0.0001 par value; authorized 1,600,000 shares; 84,831 and 84,465 shares issued and 80,481 and 80,115 shares outstanding at December 31, 2024 and 2023, respectively | 8 | 8 |
| Class B common stock, $0.0001 par value; authorized 400,000 shares; 5,789 shares issued and outstanding at December 31, 2024 and 2023 | 1 | 1 |
| Additional paid-in capital | 6,380,700 | 6,340,312 |
| (Accumulated deficit) retained earnings | (538,974) | 923 |
| Accumulated other comprehensive loss | (11,396) | (10,942) |
| Treasury stock, 4,350 shares at December 31, 2024 and 2023 | (252,441) | (252,441) |
| Total IAC shareholders' equity | 5,577,898 | 6,077,861 |
| Noncontrolling interests | 701,075 | 677,142 |
| Total shareholders' equity | 6,278,973 | 6,755,003 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $9,547,160 | $10,371,177 |
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (In thousands, except per share data) | |||
| Revenue | $3,807,233 | $4,365,235 | $5,235,280 |
| Operating costs and expenses: | |||
| Cost of revenue (exclusive of depreciation shown separately below) | 1,059,990 | 1,343,254 | 1,933,705 |
| Selling and marketing expense | 1,338,732 | 1,576,229 | 1,914,878 |
| General and administrative expense | 817,658 | 891,958 | 991,983 |
| Product development expense | 323,687 | 334,491 | 318,028 |
| Depreciation | 126,890 | 175,096 | 130,986 |
| Amortization of intangibles | 144,506 | 295,970 | 307,718 |
| Goodwill impairment | — | 9,000 | 112,753 |
| Total operating costs and expenses | 3,811,463 | 4,625,998 | 5,710,051 |
| Operating loss | (4,230) | (260,763) | (474,771) |
| Interest expense | (155,888) | (157,632) | (110,165) |
| Unrealized (loss) gain on investment in MGM Resorts International | (649,178) | 721,668 | (723,515) |
| Other income (expense), net | 116,897 | 63,862 | (217,785) |
| (Loss) earnings from continuing operations before income taxes | (692,399) | 367,135 | (1,526,236) |
| Income tax benefit (provision) | 159,069 | (108,818) | 331,087 |
| Net (loss) earnings from continuing operations | (533,330) | 258,317 | (1,195,149) |
| Earnings from discontinued operations, net of taxes | — | — | 2,694 |
| Net (loss) earnings | (533,330) | 258,317 | (1,192,455) |
| Net (earnings) loss attributable to noncontrolling interests | (6,567) | 7,625 | 22,285 |
| Net (loss) earnings attributable to IAC shareholders | $(539,897) | $265,942 | $(1,170,170) |
| Per share information from continuing operations: | |||
| Basic (loss) earnings per share | $(6.49) | $3.07 | $(13.58) |
| Diluted (loss) earnings per share | $(6.49) | $2.97 | $(13.58) |
| Per share information attributable to IAC common stock and Class B common stock shareholders: | |||
| Basic (loss) earnings per share | $(6.49) | $3.07 | $(13.55) |
| Diluted (loss) earnings per share | $(6.49) | $2.97 | $(13.55) |
| Stock-based compensation expense by function: | |||
| Cost of revenue | $2,219 | $1,613 | $47 |
| Selling and marketing expense | 7,241 | 8,808 | 8,293 |
| General and administrative expense | 93,524 | 93,506 | 99,993 |
| Product development expense | 9,539 | 13,254 | 15,143 |
| Total stock-based compensation expense | $112,523 | $117,181 | $123,476 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE OPERATIONS
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (In thousands) | |||
| Net (loss) earnings | $(533,330) | $258,317 | $(1,192,455) |
| Other comprehensive (loss) income, net of income taxes: | |||
| Change in foreign currency translation adjustment | (2,860) | 3,428 | (18,829) |
| Change in net unrealized gains and losses on interest rate swaps | 2,003 | (696) | — |
| Change in unrealized gains and losses on available-for-sale marketable debt securities | (20) | (33) | 53 |
| Total other comprehensive (loss) income, net of income taxes | (877) | 2,699 | (18,776) |
| Comprehensive (loss) income, net of income taxes | (534,207) | 261,016 | (1,211,231) |
| Components of comprehensive (income) loss attributable to noncontrolling interests: | |||
| Net (earnings) loss attributable to noncontrolling interests | (6,567) | 7,625 | 22,285 |
| Change in foreign currency translation adjustment attributable to noncontrolling interests | 412 | (513) | 1,235 |
| Comprehensive (income) loss attributable to noncontrolling interests | (6,155) | 7,112 | 23,520 |
| Comprehensive (loss) income attributable to IAC shareholders | $(540,362) | $268,128 | $(1,187,711) |
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
| RedeemableNoncontrollingInterests · Common Stock,$.0001 par value · Class B Common Stock, $.0001 par value · Additional Paid-in Capital · Retained Earnings (Accumulated Deficit) · AccumulatedOtherComprehensiveIncome (Loss) · Treasury Stock · Total IAC Shareholders' Equity · NoncontrollingInterests · Total Shareholders' Equity | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ · Shares · $ · Shares | |||||||||||||
| (In thousands) | |||||||||||||
| Balance at December 31, 2021 | $18,741 | $8 | 83,922 | $1 | 5,789 | $6,265,669 | $905,151 | $4,397 | $— | $7,175,226 | $573,734 | $7,748,960 | |
| Net loss | (2,130) | — | — | — | — | — | (1,170,170) | — | — | (1,170,170) | (20,155) | (1,190,325) | |
| Other comprehensive loss | — | — | — | — | — | — | — | (17,541) | — | (17,541) | (1,235) | (18,776) | |
| Stock-based compensation expense | — | — | — | — | — | 70,808 | — | — | — | 70,808 | 55,891 | 126,699 | |
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | — | 262 | — | — | (16,905) | — | — | — | (16,905) | — | (16,905) | |
| Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | — | (12,276) | — | 11 | — | (12,265) | 3,638 | (8,627) | |
| Purchase of IAC treasury stock | — | — | — | — | — | — | — | — | (85,323) | (85,323) | — | (85,323) | |
| Purchase of Angi Inc. treasury stock | — | — | — | — | — | (8,144) | — | — | — | (8,144) | — | (8,144) | |
| Purchase of noncontrolling interests | (1,179) | — | — | — | — | — | — | — | — | — | — | — | |
| Adjustment of noncontrolling interests to redemption amount | 24,229 | — | — | — | — | (24,229) | — | — | — | (24,229) | — | (24,229) | |
| Issuance of Vivian Health preferred shares, net of fees, and the reclassification and creation of noncontrolling interest and subsequent adjustment to liquidation value | (11,782) | — | — | — | — | 17,818 | — | — | — | 17,818 | 36,882 | 54,700 | |
| Adjustment to noncontrolling interests resulting from the reorganization of a foreign subsidiary | — | — | — | — | — | 7,580 | — | — | — | 7,580 | (7,835) | (255) | |
| Other | (644) | — | — | — | — | (5,241) | — | — | — | (5,241) | (5,241) | ||
| Balance at December 31, 2022 | $27,235 | $8 | 84,184 | $1 | 5,789 | $6,295,080 | $(265,019) | $(13,133) | $(85,323) | $5,931,614 | $640,920 | $6,572,534 | |
| Net (loss) earnings | (1,175) | — | — | — | — | — | 265,942 | — | — | 265,942 | (6,450) | 259,492 | |
| Other comprehensive income, net of income taxes | — | — | — | — | — | — | — | 2,186 | — | 2,186 | 513 | 2,699 | |
| Stock-based compensation expense | — | — | — | — | — | 73,562 | — | — | — | 73,562 | 48,388 | 121,950 | |
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | — | 281 | — | — | (9,814) | — | — | — | (9,814) | — | (9,814) | |
| Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | — | (5,620) | — | 5 | — | (5,615) | (673) | (6,288) | |
| Purchase of IAC treasury stock | — | — | — | — | — | — | — | — | (167,118) | (167,118) | — | (167,118) | |
| Purchase of Angi Inc. treasury stock | — | — | — | — | — | (11,099) | — | — | — | (11,099) | — | (11,099) | |
| Adjustment of noncontrolling interests to redemption amount | 7,567 | — | — | — | — | (7,567) | — | — | — | (7,567) | — | (7,567) | |
| Adjustment to the liquidation value of Vivian Health preferred shares | — | — | — | — | — | 5,527 | — | — | — | 5,527 | (5,527) | — | |
| Other | (249) | — | — | — | — | 243 | — | — | — | 243 | (29) | 214 | |
| Balance at December 31, 2023 | $33,378 | $8 | 84,465 | $1 | 5,789 | $6,340,312 | $923 | $(10,942) | $(252,441) | $6,077,861 | $677,142 | $6,755,003 | |
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (CONTINUED)
| RedeemableNoncontrollingInterests · Common Stock, $0.0001 par value · Class B Common Stock, $0.0001 par value · AdditionalPaid-inCapital · Retained Earnings (Accumulated Deficit) · AccumulatedOtherComprehensiveLoss · Treasury Stock · Total IACShareholders'Equity · NoncontrollingInterests · Total Shareholders'Equity | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ · Shares · $ · Shares | ||||||||||||
| (In thousands) | ||||||||||||
| Balance at December 31, 2023 | $33,378 | $8 | 84,465 | $1 | 5,789 | $6,340,312 | $923 | $(10,942) | $(252,441) | $6,077,861 | $677,142 | $6,755,003 |
| Net earnings (loss) | 587 | — | — | — | — | — | (539,897) | — | — | (539,897) | 5,980 | (533,917) |
| Other comprehensive loss, net of income taxes | — | — | — | — | — | — | — | (465) | — | (465) | (412) | (877) |
| Stock-based compensation expense | — | — | — | — | — | 77,745 | — | — | — | 77,745 | 40,619 | 118,364 |
| Issuance of common stock pursuant to stock-based awards, net of withholding taxes | — | — | 366 | — | — | (14,845) | — | — | — | (14,845) | — | (14,845) |
| Issuance of Angi Inc. common stock pursuant to stock-based awards, net of withholding taxes | — | — | — | — | — | 4,013 | — | 11 | — | 4,024 | (11,377) | (7,353) |
| Purchase of Angi Inc. treasury stock | — | — | — | — | — | (28,581) | — | — | — | (28,581) | — | (28,581) |
| Purchase of noncontrolling interests | — | — | — | — | — | (11,296) | — | — | — | (11,296) | (4,723) | (16,019) |
| Adjustment of noncontrolling interests to redemption amount | (6,970) | — | — | — | — | 6,970 | — | — | — | 6,970 | — | 6,970 |
| Adjustment to the liquidation value of Vivian Health preferred shares | — | — | — | — | — | 6,154 | — | — | — | 6,154 | (6,154) | — |
| Other | (1,580) | — | — | — | — | 228 | — | — | — | 228 | — | 228 |
| Balance at December 31, 2024 | $25,415 | $8 | 84,831 | $1 | 5,789 | $6,380,700 | $(538,974) | $(11,396) | $(252,441) | $5,577,898 | $701,075 | $6,278,973 |
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (In thousands) | |||
| Cash flows from operating activities attributable to continuing operations: | |||
| Net (loss) earnings | $(533,330) | $258,317 | $(1,192,455) |
| Less: Earnings from discontinued operations, net of tax | — | — | 2,694 |
| Net (loss) earnings attributable to continuing operations | (533,330) | 258,317 | (1,195,149) |
| Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities attributable to continuing operations: | |||
| Unrealized loss (gain) on investment in MGM Resorts International | 649,178 | (721,668) | 723,515 |
| Amortization of intangibles | 144,506 | 295,970 | 307,718 |
| Depreciation | 126,890 | 175,096 | 130,986 |
| Stock-based compensation expense | 112,523 | 117,181 | 123,476 |
| Provision for credit losses | 61,949 | 87,729 | 116,553 |
| Non-cash lease expense (including right-of-use asset impairments) | 54,050 | 101,695 | 70,922 |
| Deferred income taxes | (181,037) | 88,792 | (337,758) |
| Unrealized (increase) decrease in the estimated fair value of a warrant | (20,393) | (2,832) | 62,495 |
| (Gains) losses on sales of businesses and investments in equity securities (including downward and upward adjustments), net | (10,493) | 19,346 | (38,956) |
| Pension and post-retirement benefit (credit) cost | (5,453) | 76 | 209,991 |
| Goodwill impairment | — | 9,000 | 112,753 |
| Other adjustments, net | (1,521) | (12,315) | 17,963 |
| Changes in assets and liabilities, net of effects of dispositions: | |||
| Accounts receivable | (51,783) | (37,296) | (66,706) |
| Other assets | 103,861 | 11,281 | 8,920 |
| Operating lease liabilities | (69,783) | (74,256) | (63,843) |
| Accounts payable and other liabilities | (9,333) | (120,259) | (247,912) |
| Income taxes payable and receivable | (2,780) | 2,884 | (6,739) |
| Deferred revenue | (12,533) | (9,213) | (11,020) |
| Net cash provided by (used in) operating activities attributable to continuing operations | 354,518 | 189,528 | (82,791) |
| Cash flows from investing activities attributable to continuing operations: | |||
| Capital expenditures | (65,506) | (141,364) | (139,753) |
| Net proceeds from sales of fixed assets | 12,832 | 29,805 | 9,780 |
| Proceeds from maturities of marketable debt securities | 375,000 | 550,000 | — |
| Purchases of marketable debt securities | (221,788) | (455,413) | (233,928) |
| Net proceeds from the sales of businesses and investments | 177,163 | 11,861 | 90,767 |
| Purchase of retirement investment fund | (15,968) | — | — |
| Proceeds from the sale of retirement investment fund | 2,326 | — | — |
| Net collections of notes receivable | 11,834 | 11,297 | 19,497 |
| Purchases of investments | (53) | (103,555) | (3,036) |
| Purchases of investment in MGM Resorts International | — | — | (244,256) |
| Other, net | 985 | 9,902 | 6,121 |
| Net cash provided by (used in) investing activities attributable to continuing operations | 276,825 | (87,467) | (494,808) |
| Cash flows from financing activities attributable to continuing operations: | |||
| Principal payments on Dotdash Meredith Term Loans | (67,964) | (30,000) | (30,000) |
| Proceeds from the issuance of Dotdash Meredith Term Loan B-1 | 7,964 | — | — |
| Proceeds from the exercise of IAC stock options | — | 130 | — |
| Withholding taxes paid on behalf of IAC employees on net settled stock-based awards | (14,976) | (10,587) | (18,068) |
| Withholding taxes paid on behalf of Angi Inc. employees on net settled stock-based awards | (7,578) | (5,994) | (8,827) |
| Purchases of Angi Inc. treasury stock | (28,605) | (10,932) | (8,144) |
| Purchases of IAC treasury stock | — | (165,622) | (85,323) |
| Purchase of noncontrolling interests | (16,019) | — | (1,179) |
| Proceeds from the issuance of Vivian Health preferred shares, net of fees | — | — | 34,700 |
| Other, net | (1,921) | (8) | 4,190 |
| Net cash used in financing activities attributable to continuing operations | (129,099) | (223,013) | (112,651) |
| Total cash provided by (used in) continuing operations | 502,244 | (120,952) | (690,250) |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (1,230) | 1,124 | (5,545) |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 501,014 | (119,828) | (695,795) |
| Cash and cash equivalents and restricted cash at beginning of period | 1,306,241 | 1,426,069 | 2,121,864 |
| Cash and cash equivalents and restricted cash at end of period | $1,807,255 | $1,306,241 | $1,426,069 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.