ServiceMagic 2012 Annual Report Download - page 95

IAC/INTERACTIVECORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
__________________________________________________________________
NOTE 14—STOCK-BASED COMPENSATION
IAC currently has two active plans under which awards have been granted. These plans cover stock options to acquire shares of IAC
common stock, RSUs, PSUs and restricted stock, as well as provide for the future grant of these and other equity awards. These plans authorize
the Company to grant awards to its employees, officers, directors and consultants. At December 31, 2012, there are 3.6 million shares available
for grant under the Company's stock-based compensation plans.
The plans were adopted in 2005 and 2008, have a stated term of ten years
, and provide that the exercise price of stock options granted will
not be less than the market price of the Company's common stock on the grant date. The plans do not specify grant dates or vesting schedules of
awards as those determinations have been delegated to the Compensation and Human Resources Committee of IAC's Board of Directors (the
Years Ended December 31,
2012
2011 2010
Basic
Diluted Basic Diluted Basic Diluted
(In thousands, except per share data)
Numerator:
Earnings (loss) from continuing operations
$
169,847
$
169,847
$
175,569
$
175,569
$
(9,393
)
$
(9,393
)
Net (earnings) loss attributable to noncontrolling
interests
(1,530
)
(1,530
)
2,656
2,656
5,007
5,007
Earnings (loss) from continuing operations
attributable to IAC shareholders
168,317
168,317
178,225
178,225
(4,386
)
(4,386
)
(Loss) earnings from discontinued operations
attributable to IAC shareholders
(a)
(9,051
)
(9,051
)
(3,992
)
(3,992
)
103,745
103,745
Net earnings attributable to IAC shareholders
$
159,266
$
159,266
$
174,233
$
174,233
$
99,359
$
99,359
Denominator:
Weighted average basic shares outstanding
86,247
86,247
86,755
86,755
106,274
106,274
Dilutive securities including stock options,
warrants and RSUs
(b)(c)(d)
—
6,842
—
7,566
—
—
Denominator for earnings per share—weighted
average shares
(b)(c)(d)
86,247
93,089
86,755
94,321
106,274
106,274
Earnings (loss) per share attributable to IAC shareholders:
Earnings (loss) per share from continuing
operations
$
1.95
$
1.81
$
2.05
$
1.89
$
(0.04
)
$
(0.04
)
Discontinued operations
(0.10
)
(0.10
)
(0.04
)
(0.04
)
0.97
0.97
Earnings per share
$
1.85
$
1.71
$
2.01
$
1.85
$
0.93
$
0.93
(a)
Amounts in 2010 include the gain on the Liberty Exchange.
(b) If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock
options and warrants and vesting of restricted stock units ("RSUs") and performance-based stock units ("PSUs"). At December 31, 2012, there are no warrants
outstanding. For the years ended December 31, 2012 and 2011, approximately 0.8 million and 1.0 million shares, respectively, related to potentially dilutive
securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
(c) For the year ended December 31, 2010, the Company has a loss from continuing operations and as a result, no potentially dilutive securities are included in the
denominator for computing diluted earnings per share because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares
outstanding are used to compute all earnings per share amounts. For the year ended December 31, 2010, approximately 36.3 million shares related to potentially
dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.
(d) Prior to 2012, no PSUs are included in diluted earnings per share. During 2012, there are approximately 2.7 million PSUs included in the calculation of diluted
earnings per share, as their performance conditions have been met. For the years ended December 31, 2012 , 2011 and 2010 approximately 0.1 million , 3.1 million
and 2.9 million PSUs are excluded from the calculation of diluted earnings per share.