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Table of Contents
PART I
Item 1. Business
OVERVIEW
Who We Are
IAC is a leading media and Internet company. The Company is organized into four segments: The Match Group, which consists of dating,
education and fitness businesses with brands such as Match, OkCupid, Tinder, The Princeton Review and DailyBurn; Search & Applications, which
includes brands such as About.com, Ask.com, Dictionary.com and Investopedia; Media, which includes businesses such as Vimeo, Electus, The
Daily Beast and CollegeHumor; and eCommerce, which includes HomeAdvisor and ShoeBuy. IAC’s brands and products are among the most
recognized in the world, reaching users in over 200 countries.
For information regarding the results of operations of IAC’s segments, as well as their respective contributions to IAC’s consolidated results
of operations, see “Item 7-Management's Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8-Consolidated
Financial Statements and Supplementary Data.”
All references to “IAC,” the “Company,” “we,” “our” or “us” in this report are to IAC/InterActiveCorp.
Our History
IAC, initially a hybrid media/electronic retailing company, was incorporated in 1986 in Delaware under the name Silver King Broadcasting
Company, Inc. After several name changes (first to HSN, Inc., then to USA Networks, Inc., USA Interactive and InterActiveCorp, and finally to
IAC/InterActiveCorp) and the completion of a number of significant corporate transactions over the years, the Company transformed itself into a
leading media and Internet company.
From 1997 through 2002, the Company acquired a controlling interest in Ticketmaster Group (and the remaining interest in 1998), Hotel
Reservations Network (later renamed Hotels.com) and Expedia, as well as acquired Match.com and other smaller e-commerce companies. In 2002,
the Company contributed its entertainment assets to Vivendi Universal Entertainment LLLP, a joint venture, and sold its interests in that venture to
NBC Universal in 2005.
In 2003, the Company continued to grow its portfolio of e-commerce companies by acquiring all of the shares of Expedia.com, Hotels.com
and Ticketmaster that it did not previously own, together with a number of other e-commerce companies (including LendingTree and Hotwire).
In 2005, IAC acquired Ask Jeeves, Inc. (now known as IAC Search & Media, Inc.) and completed the separation of its travel and
travel1
companies: IAC, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc.
In 2009, we sold the European operations of Match.com to Meetic S.A. (now known as Meetic S.A.S. (“Meetic”)), a leading European online
dating company based in France, in exchange for a 27% interest in Meetic and a €5 million note. In 2010, we exchanged the stock of a wholly-
owned subsidiary that held our Evite, Gifts.com and IAC Advertising Solutions businesses and approximately $218 million in cash for substantially
all of Liberty Media Corporation’s equity stake in IAC.
In 2011, we increased our ownership stake in Meetic to 81%. In 2012, we acquired The About Group, which primarily consists of About.com,
a comprehensive online content and reference library.
In 2014, we acquired the remaining publicly traded shares of Meetic, ValueClick’s “Owned and Operated” website businesses, including
Investopedia and PriceRunner, as well as The Princeton Review, a leading test preparation and college admission services company.
EQUITY OWNERSHIP AND VOTE
IAC has outstanding shares of common stock, with one vote per share, and Class B common stock, with ten votes per share and which are
convertible into common stock on a share for share basis. As of January 30, 2015, Barry Diller, IAC’s Chairman and Senior Executive, owned
5,789,499 shares of Class B common stock (the “Diller Shares”) representing 100% of IAC’s outstanding Class B common stock and
approximately 42.5% of the outstanding total voting power of IAC.
Pursuant to an agreement between Mr. Diller and IAC, certain transfer restrictions apply to 1.5 million of the Diller Shares, including a
requirement that, until December 1, 2015 and except for transfers to certain permitted transferees, the Diller Shares must first be converted into
common stock in order to be transferred. In addition, pursuant to an amended and restated governance agreement between IAC and Mr. Diller, for
so long as Mr. Diller serves as IAC’s Chairman and Senior Executive,