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Item 1. Business

2021-02-25 compared with 2020-02-28 · 254 added, 342 removed, 18 unchanged (97% of the section changed)

IAC operates Vimeo, Dotdash and Care.com, among many other businesses, and also has majority ownership of both Match Group, which includes Tinder, Match, PlentyOfFish and OkCupid, and ANGI Homeservices, which includes HomeAdvisor, Angie’s List and Handy.

As used herein, “IAC,” the “Company,” “we,” “our,” “us” and similar terms refer to IAC/InterActiveCorp and its subsidiaries (unless the context requires otherwise).

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 to 2005, we acquired a number of e-commerce companies, including Ticketmaster Group, Hotel Reservations Network (later renamed Hotels.com), Expedia.com, Match.com, LendingTree, Hotwire, TripAdvisor and AskJeeves.

In 2005, we completed the separation of our travel and travel‑related businesses and investments into an independent public company called Expedia, Inc.

(now known as Expedia Group, Inc.).

In 2008, we separated into five independent, publicly traded companies:

IAC, HSN, Inc.

(now part of Qurate Retail, Inc.), Interval Leisure Group, Inc.

(now part of Marriott Vacations Worldwide Corporation), Ticketmaster (now part of Live Nation, Inc.) and Tree.com, Inc.

From 2008 to 2014, we continued to invest in and acquire e-commerce companies, including Meetic, About.com (now known as Dotdash), Dictionary.com and Investopedia.

In 2015, we acquired Plentyoffish Media Inc.

and completed the initial public offering of Match Group, Inc.

(i) we acquired a controlling interest in MyHammer Holding AG, a leading home services platform in Germany, and (iii) through Vimeo, we acquired VHX, a platform for premium over-the-top (OTT) subscription video channels.

(i) we completed the combination of the businesses in our former HomeAdvisor segment with those of Angie’s List, Inc.

under a new publicly traded holding company that we control, ANGI Homeservices Inc.

("ANGI Homeservices"), (ii) we acquired controlling interests in HomeStars Inc and MyBuilder Limited, leading home services platforms in Canada and the United Kingdom , respectively, and (iii) through Vimeo, we acquired Livestream Inc., a leading live video solution.

(i) we acquired Handy Technologies, Inc., a leading platform in the United States for connecting consumers looking for household services (primarily cleaning and handyman services) with top-quality, pre-screened independent service professionals, through ANGI Homeservices, (ii) acquired a controlling interest in Bluecrew, a technology driven staffing platform exclusively for flexible W-2 work, and (iii) sold our Dictionary.com business, the television business of Electus (including Notional), and our Felix and CityGrid businesses.

In 2019, IAC made a $250 million investment in Turo, a leading peer-to-peer car sharing marketplace, and acquired a controlling interest in Nursefly, a temporary health care staffing platform.

In addition, through Vimeo, we acquired Magisto, a video creation service enabling businesses and consumers to create short-form videos.

On December 19, 2019, IAC entered into a Transaction Agreement (the "Transaction Agreement") with Match Group, Inc., IAC Holdings, Inc., a direct wholly owned subsidiary of IAC ("New IAC"), and Valentine Merger Sub LLC, an indirect wholly owned subsidiary of IAC.

Subject to the terms and conditions set forth in the Transaction Agreement, the businesses of Match Group, Inc.

will be separated from the remaining businesses of IAC through a series of transactions that will result in:

(i) the pre-transaction stockholders of IAC owning shares in two, separate public companies (IAC, which will be renamed Match Group, Inc.

("New Match") and which will own the businesses of Match Group, Inc.

and certain IAC financing subsidiaries, and New IAC, which will be renamed IAC/InterActiveCorp and which will own IAC's other businesses), and (ii) the pre-transaction stockholders of Match Group, Inc.

(other than IAC) owning shares in New Match (the "Separation").

Completion of the Separation, which is expected to occur in mid-second quarter of 2020, is subject to a number of conditions, including

approval by a majority of the disinterested shareholders of Match Group, Inc., approval of IAC’s shareholders and other customary conditions and approvals.

In February 2020, IAC acquired Care.com, a leading global platform for finding and managing family care, designed to meet the evolving needs of today's families and caregivers.

Care.com also provides household payroll and tax services and customized corporate benefits packages covering the care needs of working families.

EQUITY OWNERSHIP AND VOTE

IAC has outstanding shares of common stock, with one vote per share, and shares of Class B common stock, with ten votes per share and which are convertible into common stock on a share for share basis.

As of the date of this report, Barry Diller, IAC’s Chairman and Senior Executive, his spouse (Diane von Furstenberg) and his stepson (Alexander von Furstenberg), collectively beneficially own 5,789,499 shares of Class B common stock representing 100% of the outstanding shares of Class B common stock.

Together with shares of common stock held as of the date of this report by Mr.

Diller personally (6,063), Mr.

von Furstenberg personally (64,296), a trust for the benefit of certain members of Mr.

Diller’s family (136,711) and a family foundation (1,711), these holdings represent approximately 42.5% of the total outstanding voting power of IAC (based on the number of shares of common and Class B common stock outstanding on January 31, 2020).

As of the date of this report, Mr.

Diller also holds 1,300,000 vested options to purchase shares of common stock.

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 and he beneficially owns (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) at least 5,000,000 shares of Class B common stock and/or common stock in which he has a pecuniary interest (including IAC securities beneficially owned by him directly and indirectly through trusts for the benefit of certain members of his family), he generally has the right to consent to limited matters in the event that IAC’s ratio of total debt to EBITDA (as defined in the governance agreement) equals or exceeds four to one over a continuous twelve-month period.

As a result of IAC securities beneficially owned by Mr.

Diller and certain members of his family, Mr.

Diller and these family members are, collectively, currently in a position to influence, subject to our organizational documents and Delaware law, the composition of IAC’s Board of Directors and the outcome of corporate actions requiring shareholder approval, such as mergers, business combinations and dispositions of assets, among other corporate transactions

DESCRIPTION OF IAC BUSINESSES

Our Match Group segment consists of the businesses and operations of Match Group, Inc.

(“Match Group”).

Through Match Group, we operate a portfolio of dating brands, including Tinder ® , Match ® , Meetic ® , OkCupid ® , Hinge ® , Pairs™, PlentyOfFish ® , and OurTime ® , as well as a number of other brands, each designed to increase our users’ likelihood of finding a meaningful connection.

As of December 31, 2019, IAC’s ownership and voting interests in Match Group were 80.7% and 97.5%, respectively.

Through Match Group, we are a leading provider of dating products available in over 40 languages all over the world through applications and websites that we own and operate.

As of December 31, 2019, there were approximately 9.3 million Average Subscribers to our dating products (calculated by summing the total number of users who purchased one of our subscription-based dating products at the end of each day in the year ended December 31, 2019, divided by the number of calendar days in such year).

Match Group, Inc., through its portfolio companies, is a leading provider of dating products available globally.

Our portfolio of brands includes Tinder ® , Match ® , Meetic ® , OkCupid ® , Hinge ® , Pairs™, PlentyOfFish ® , and OurTime ® , as well as a number of other brands, each designed to increase our users’ likelihood of finding a meaningful connection.

Through our portfolio companies and their trusted brands, we provide tailored products to meet the varying preferences of our users.

Our products are available in over 40 languages to our users all over the world.

As used herein, “Match Group,” the “Company,” “we,” “our,” “us,” and similar terms refer to Match Group, Inc.

and its subsidiaries after the completion of the Separation (defined below), unless the context indicates otherwise.

Separation of Match Group and IAC

On June 30, 2020, the companies formerly known as Match Group, Inc.

(referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc.

(“IAC”), consisting of Former IAC’s businesses other than Match Group (the “Separation”).

The following diagram illustrates the simplified organizational and ownership structure immediately prior to the Separation.

Under the terms of the Transaction Agreement (the “Transaction Agreement”) dated as of December 19, 2019 and amended as of April 28, 2020 and as further amended as of June 22, 2020, Former Match Group merged with and into Match Group Holdings II, LLC (“MG Holdings II”), an indirect wholly-owned subsidiary of Match Group, with MG Holdings II surviving the merger as an indirect wholly-owned subsidiary of Match Group.

Former Match Group stockholders (other than Former IAC) received, through the merger, in exchange for each outstanding share of Former Match Group common stock that they held, one share of Match Group common stock and, at the holder’s election, either (i) $3.00 in cash or (ii) a fraction of a share of Match Group common stock with a value of $3.00 (calculated pursuant to the Transaction Agreement).

As a result of the merger and other transactions contemplated by the Transaction Agreement, Former Match Group stockholders (other than Former IAC) became stockholders of the Company.

The following diagram illustrates the simplified organizational and ownership structure of IAC and Match Group immediately after the Separation.

The Company was incorporated in 1986 in Delaware and underwent many name changes before becoming IAC/InterActiveCorp prior to the Separation described above.

Former Match Group completed an initial public offering in 2015 and had operated as a stand-alone public company since that time.

Upon the Separation described above, the Company changed its name to Match Group, Inc.

The business of creating meaningful connections

Our goal is to spark meaningful connections for users around the world.

Consumers’ dating preferences vary significantly, influenced in part by demographics, geography, cultural norms, religion, and intent (for example, seeking casual dating or more serious relationships).

As a result, the market for dating products is fragmented, and no single product has been able to effectively serve the dating category as a whole.

Prior to the proliferation of the internet and mobile devices, human connections traditionally were limited by social circles, geography, and time.

People met through work colleagues, friends and family, in school, at church, at social gatherings, in bars and restaurants, or in other social settings.

Today, the adoption of mobile technology and the internet has significantly expanded the ways in which people can build relationships, create new interactions, and develop meaningful connections.

Additionally, the ongoing adoption of technology into more aspects of daily life continues to further erode biases and stigmas across the world that previously served as barriers to individuals using technology to help find and develop those connections.

We believe that dating products serve as a natural extension of the traditional means of meeting people and provide a number of benefits for their users, including:

• Expanded options :

Dating products provide users access to a large pool of people they otherwise would not have a chance to meet.

• Efficiency :

The search and matching features, as well as the profile information available on dating products, allow users to filter a large number of individuals in a short period of time, increasing the likelihood that users will make a connection with someone.

• More comfort and control :

Compared to the traditional ways that people meet, dating products provide an environment that reduces the awkwardness around identifying and reaching out to new people who are interested in connecting.

This leads to many people who would otherwise be passive participants in the dating process taking a more active role.

• Safely meet new people:

Dating products can offer a safer way to contact new people for the first-time by limiting the amount of personal information exchanged and providing an opportunity to vet a new connection before meeting in person, including via video communication.

• Convenience :

The nature of the internet and the proliferation of mobile devices allow users to connect with new people at any time, regardless of where they are.

Depending on a person’s circumstances at any given time, dating products can act as a supplement to, or substitute for, traditional means of meeting people.

When selecting a dating product, we believe that users consider the following attributes:

• Brand recognition and scale :

Brand is very important.

Users generally associate strong dating brands with a higher likelihood of success and more tools to help the user date safely and securely.

Generally, successful dating brands depend on large, active communities of users, strong algorithmic filtering technology, and awareness of successful usage among similar users.

• Successful experiences :

Demonstrated success of other users attracts new users through word-of-mouth recommendations.

Successful experiences also drive repeat usage.

• Community identification :

Users typically look for dating products that offer a community or communities with which the user can relate.

By selecting a dating product that is focused on a particular demographic, religion, geography, or intent, users can increase the likelihood that they will make a connection with someone with whom they identify.

• Product features and user experience :

Users tend to gravitate towards dating products that offer features and user experiences that resonate with them, such as question-based matching algorithms, location-based features, or search capabilities.

User experience is also driven by the type of user interface (for example, using our patented Swipe ® technology versus scrolling), a particular mix of free and paid features, ease of use, privacy, and security.

Users expect every interaction with a dating product to be seamless and intuitive.

Given varying consumer preferences, we have adopted a brand portfolio approach, through which we attempt to offer dating products that collectively appeal to the broadest spectrum of consumers.

We believe that this approach maximizes our ability to capture additional users.

Our portfolio

Dating is a highly personal endeavor and consumers have a wide variety of preferences that determine what type of dating product they choose.

As a result, our strategy focuses on a portfolio approach of various brands in order to reach a broad range of users.

Many of our brands have a long legacy, while others emerged during the time when mobile devices proliferated.

The following is a list of our key brands:

Tinder was launched in 2012, and has since risen to scale and popularity faster than any other product in the online dating category, growing to over 5.9 million subscribers as of the quarter ended December 31, 2019.

Tinder’s distinctive Swipe feature has led to significant adoption, particularly among the millennial and younger generations, which were previously underserved by the online dating category.

Tinder employs a freemium model, through which users can enjoy many of the core features of Tinder for free, including limited use of the Swipe Right ® feature with unlimited communication with other users.

However, to enjoy premium features, such as unlimited use of the Swipe Right feature, a Tinder user must subscribe to either Tinder Plus ® , launched in early 2015, or Tinder Gold TM , which was launched in late summer 2017.

Tinder users and subscribers may also pay for certain premium features, such as Super Likes TM and Boosts, on a pay-per-use or à la carte basis.

Match was launched in 1995 and helped create the online dating category.

Among its distinguishing features are the ability to search profiles, receive algorithmic matches and attend live events (promoted by Match) with other subscribers.

Additionally, Match offers its customers a higher level of services relative to levels of most other dating brands, including access to date coaching services.

Match is a brand that focuses on users with a high level of intent to enter into a relationship and its product and marketing are designed to reinforce that approach.

Match relies heavily on word-of-mouth traffic, repeat usage and paid marketing.

Tinder, incubated at the Company, was launched in 2012 and has since risen to scale and popularity faster than any other product in the online dating category, growing to over 6.7 million average subscribers as of the fourth quarter of 2020.

Tinder’s patented Swipe technology has led to significant adoption, particularly among 18 to 30 year-old users, who were previously underserved by the online dating category.

Tinder employs a freemium model, through which users are allowed to enjoy many of the core features of Tinder for free, including limited use of the Swipe Right ® feature with unlimited communication with other users.

However, to enjoy premium features, such as unlimited use of the Swipe Right feature, a Tinder user must subscribe to one of several subscription offerings:

Tinder Plus ® , launched in early 2015;

Tinder Gold™, which was launched in late summer 2017;

or Tinder Platinum™, launched in late 2020.

Tinder users and subscribers may also pay for certain premium features, such as Super Likes™ and Boosts, on a pay-per-use basis.

In 2020, Tinder launched Face to Face, a one-to-one real time video feature allowing users to connect in a new way within the app.

Match was launched in 1995 and helped create the online dating category with the ability to search profiles and receive algorithmic matches.

Match remains the most recognized dating app for singles over age 35

in the United States.

In 2020, Match introduced a softer paywall to allow limited free access to messaging and other features before requiring a subscription and also introduced a one-to-one real-time video feature.

Additionally, Match offers its subscribers a higher level of service than most of our other brands, including access to date coaching services and profile reviews.

Match is a brand that focuses on users with a higher level of intent to enter into a serious relationship and its product and marketing are designed to reinforce that purpose.

Meetic, a leading European online dating brand based in France, was launched in 2001.

Similar to Match, among its distinguishing features are the ability to search profiles, receive algorithmic matches and attend live events (promoted by Meetic) with other subscribers and non-subscribers from time to time.

Also, similar to Match, Meetic is a brand that focuses on users with a high level of intent to enter into a relationship and its product and marketing are designed to reinforce that approach.

Meetic relies heavily on word-of-mouth traffic, repeat usage and paid marketing.

Meetic is the most recognized dating app for singles over age 35 in Europe.

Meetic is a brand that focuses on users with a higher level of intent to enter into a serious relationship and its product and marketing are designed to reinforce that purpose.

In 2020, Meetic also launched a one-to-one real-time video feature.

OkCupid was launched in 2004 and has attracted users through a Q&A approach to the dating category.

Similar to Tinder, OkCupid relies on a freemium model.

OkCupid has a loyal, highly educated user base predominately located in major cities in the United States and the United Kingdom, with an increasing presence in other global markets, such as India.

Hinge was launched in 2012 and has grown to be a popular dating application for relationship-minded consumers, particularly among the millennial and younger generations, in the United States and the United Kingdom.

Following a series of primary investments, Match Group acquired a controlling stake in Hinge in June 2018 and purchased all of the remaining outstanding equity in December 2018.

Hinge is a mobile-only experience and relies on a freemium model.

Hinge focuses on users with a high level of intent to enter into a relationship and its product is designed to reinforce that approach.

OkCupid relies on a freemium model and has a loyal, culturally progressive user base predominately located in larger metropolitan areas in English-speaking markets, with an increasing presence in other global markets such as India and Israel.

Hinge was launched in 2012 and has grown to be a popular app for relationship-minded individuals, particularly among the millennial and younger generations, in the United States and the United Kingdom.

Hinge is a mobile-only experience and employs a freemium model.

Hinge focuses on users with a higher level of intent to enter into a serious relationship and its product is designed to reinforce that purpose.

Pairs was launched in 2012 and is a leading provider of dating products in Japan, with a presence in Taiwan and South Korea.

Pairs is a dating application that was specifically designed to address social barriers generally associated with the use of dating products in Eastern Asian countries, particularly Japan.

Pairs is a dating app that was specifically designed to address social barriers generally associated with the use of dating products in Eastern Asian countries, particularly Japan.

PlentyOfFish.

PlentyOfFish was launched in 2003.

Similar to Match, among its distinguishing features is the ability to both search profiles and receive algorithmic matches.

Similar to Tinder, PlentyOfFish has grown in popularity over the years and relies on a freemium model.

Among its distinguishing features is the ability to both search profiles and receive algorithmic matches.

PlentyOfFish has grown in popularity over the years and relies on a freemium model.

PlentyOfFish has broad appeal in the central United States, Canada, the United Kingdom, and a number of other international markets.

OurTime has the largest community of singles over age 50 of any dating product.

In 2020, PlentyOfFish launched POF Live™, a one-to-many live streaming video feature that allows users to engage with other users at PlentyOfFish in a new and different format from traditional dating profiles.

OurTime is the largest community of singles over age 50 of any dating product.

We offer this product in the United States and a number of European markets.

All of our dating products enable users to establish a profile and review the profiles of other users without charge.

Each product also offers additional features, some of which are free and some of which are paid, depending on the particular product.

In general, access to premium features requires a subscription, which is typically offered in packages (primarily ranging from one month to six months), depending on the product and circumstance.

Prices differ meaningfully within a given brand by the duration of subscription purchased, the bundle of paid features that a user chooses to access and whether or not a subscriber is taking advantage of any special offers.

In addition to subscriptions, many of our dating products offer users certain features, such as the ability to promote themselves for a given period of time or to review certain profiles without any signaling to other users, and these features are offered on a pay‑per‑use (or à la carte ) basis.

The precise mix of paid and premium features is established over time on a brand‑by‑brand basis and is constantly subject to iteration and evolution.

Match Group direct revenue is primarily derived from users in the form of recurring subscriptions, with the balance derived from non-recurring fees paid for à la carte features.

In addition to direct revenue generated by users, Match Group also generates indirect revenue from advertising.

Certain of our brands attract the majority of their users through word-of-mouth and other free channels.

Our other brands rely on paid user acquisition efforts for a significant percentage of their users.

Our online marketing activities generally consist of social media advertising, banner and other display advertising, search engine marketing, e-mail campaigns, video advertising, business development or partnership deals, creating content and hiring influencers to promote our dating products.

Our offline marketing activities generally consist of television advertising and related public relations efforts.

In addition to the brands above, our portfolio includes brands such as Chispa, BLK, and Upward, each of which brings the Swipe feature made popular by Tinder to the Latino, Black, and Christian communities, respectively.

Our Hawaya brand focuses on the dating needs of the Muslim community globally by incorporating unique cultural aspects of dating in this community into its product design and feature sets.

Ablo is a one-to-one video and text chat product that brings together people from all over the world with real-time translations allowing social discovery across language barriers.

We strive to empower individual brand leaders with the authority and incentives to grow their respective brand.

Our brands compete with each other and with third-party dating businesses on brand characteristics, product features, and business model.

We also work to apply a centralized discipline to our portfolio of brands, by sharing best practices across our brands in order to increase growth, reduce costs, improve user safety, and maximize profitability.

Additionally, we centralize certain other administrative functions, such as legal, trust and safety, human resources, accounting, finance, and tax.

This approach allows us to quickly introduce new products and features, optimize marketing strategies, and more effectively deploy talent across our organization.

We attempt to centrally facilitate excellence and efficiency across the entire portfolio by:

• centralizing operational functions across certain brands where we have strength in personnel and sufficient commonality of business interest (for example, ad sales, online marketing, and information technology are centralized across some, but not all, brands);

• developing talent across the portfolio to allow for development of specific proficiencies and promoting career advancement while giving us the ability to deploy the best talent in the most critical positions across the company at any given time;

• sharing analytics and similar data to leverage product and marketing successes across our businesses rapidly for competitive advantage.

Staying competitive

The dating industry is competitive and has no single, dominant brand globally.

We compete with a number of other companies that provide similar dating and matchmaking products.

In addition to other online dating brands, we compete with social media platforms and offline dating services, such as in‑person matchmakers.

Arguably, our biggest competition comes from the traditional ways that people meet each other and the choices some people make to not utilize dating products or services.

We believe that our ability to compete successfully in the case of our dating business will depend primarily upon the following factors:

our ability to continue to increase consumer acceptance and adoption of dating products, particularly in emerging markets and other parts of the world where the stigma is beginning to erode;

In addition to these other dating brands, we also compete with social media platforms;

social-discovery apps;

offline dating services, such as in-person matchmakers;

and other traditional means of meeting people.

We believe that our ability to attract new users to our brands will depend primarily upon the following factors:

• our ability to continue to increase consumer acceptance and adoption of dating products, particularly in emerging markets and other parts of the world where the associated stigma is only beginning to erode;

• continued growth in internet access and smart phone adoption in certain regions of the world, particularly emerging markets;

the continued strength of Match Group brands;

the breadth and depth of Match Group active user communities relative to those of its competitors;

our ability to evolve our dating products and develop new products in response to competitor offerings, user requirements, social trends, the ever-evolving technological landscape and the ever-changing regulatory landscape (in particular, as it relates to the regulation of consumer digital media platforms);

our ability to efficiently acquire new users for our dating products;

• the continued strength of our established brands and the growth of our newer brands;

• the breadth and depth of our active communities of users;

• our brands’ reputation for trust and safety;

• our ability to evolve our products to keep up with user requirements, social trends, and the ever-evolving technological landscape;

• our products’ ability to keep up with the constantly changing regulatory landscape, in particular, as it relates to the regulation of consumer digital media platforms;

• our ability to efficiently acquire new users for our products;

• our ability to continue to optimize our monetization strategies;

• the design and functionality of our dating products.

Lastly, since a large portion of dating customers use multiple products over a given period of time, either concurrently or sequentially, we believe our broad portfolio of dating brands is a competitive advantage.

ANGI Homeservices

Our ANGI Homeservices segment includes the North American (United States and Canada) and European businesses and operations of ANGI Homeservices Inc.

(“ANGI”), a publicly-traded company formed on September 29, 2017 to facilitate the combination of IAC’s HomeAdvisor business and Angie’s List, Inc.

(“Angie’s List”).

As of December 31, 2019, IAC’s economic and voting interest in ANGI Homeservices was 84.1% and 98.1%, respectively.

Through ANGI Homeservices’ various brands, including HomeAdvisor and Angie’s List, we allow consumers to research, match and connect with service professionals through our websites and mobile applications or by voice assistants.

ANGI Homeservices acquired Handy Technologies, Inc.

(“Handy”), a leading platform in the United States for connecting individuals looking for household services (primarily cleaning and handyman services) with top-quality, pre-screened independent service professionals, in October 2018.

ANGI Homeservices acquired Fixd Repair, LLC and Fixd Services LLC (collectively, “Fixd Repair”), a home warranty and service company, in January 2019.

ANGI Homeservices also owns and operates mHelpDesk, a provider of cloud-based field service software for small to mid-size businesses, and CraftJack, a third-party lead generation service that connects home service professionals with consumers looking to complete home projects.

In addition to its leading U.S.

operations, ANGI Homeservices owns leading home services online marketplaces in France (Travaux), Germany (MyHammer), Netherlands (Werkspot) and Italy (Instapro), and owns controlling stakes in leading home services online marketplaces in the United Kingdom (MyBuilder) and Canada (HomeStars), as well as has operations in Austria through its MyHammer business.

The HomeAdvisor digital marketplace service (“HomeAdvisor”) connects consumers with service professionals nationwide for home repair, maintenance and improvement projects.

HomeAdvisor provides consumers with tools and resources to help them find local, pre-screened and customer-rated service professionals, as well as instantly book appointments online.

HomeAdvisor also connects consumers with service professionals instantly by telephone, as well as offers several home services-related resources, such as cost guides for different types of home services projects.

Handy connects consumers looking for household services (primarily cleaning and handyman services) with top-quality, pre-screened independent service professionals.

Together, we refer to the HomeAdvisor and Handy businesses in the United States as the “Marketplace.” All Marketplace matching services, related tools and directories are provided to consumers free of charge.

As of December 31, 2019, the Marketplace had a network of approximately 220,000 service professionals, each of whom paid for consumer matches or completed a job sourced through the HomeAdvisor and/or Handy platforms in December 2019 and/or had an active HomeAdvisor membership subscription on December 31, 2019.

Collectively, these service professionals provided services in more than 500 categories and 400 discrete markets in the United States, ranging from cleaning and installation services to simple home repairs and larger home remodeling projects.

The Marketplace generated approximately 27.4 million service requests during the year ended December 31, 2019.

Service requests consist of fully completed domestic service requests submitted to HomeAdvisor and completed jobs sourced through the HomeAdvisor and Handy platforms.

Angie’s List connects consumers with service professionals for local services through a nationwide online directory of service professionals in over 700 service categories, as well as provides consumers with valuable tools, services and content (including verified reviews), to help them research, shop and hire for local services.

Consumers can access the Angie's List nationwide directory and related basic tools and services free of charge, as well as purchase membership packages.

Angie’s List also sells time-based website, mobile and call center advertising to service professionals.

Marketplace Consumer Services.

Consumers can submit a request to be matched with a Marketplace service professional through the HomeAdvisor and Handy platforms, as well as through certain paths on the Angie’s List platform and various third-party affiliate platforms.

Depending on the nature of the service request and the path through which it was submitted, consumers are generally matched with up to four HomeAdvisor service professionals, a Handy service professional or a combination of HomeAdvisor service professionals and service professionals from the Angie’s List nationwide directory (as and if available for the given service request).

Matches made through HomeAdvisor platforms and paths and various third-party affiliate platforms are made by way of HomeAdvisor’s proprietary algorithm, based on several factors (including the type of services desired, location and the number of service professionals available to fulfill the request).

Matches made through Handy platforms and paths are based on the type of service desired, location and the date and time the consumer wants the service to be provided.

In all cases, service professionals may contact consumers with whom they have been matched directly and consumers can generally review profiles, ratings and reviews of presented service professionals and select the service professional whom they believe best meets their specific needs.

Consumers are under no obligation to work with any service professional(s) referred by or found through any ANGI Homeservices branded platforms or third-party affiliate platforms.

For matches described above, in the case of HomeAdvisor service professionals, consumers are responsible for booking the service and paying the service professional directly.

In the case of Handy service professionals, consumers request services and pay for such services directly through the Handy platform and then Handy fulfills the request with independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services.

In addition to the general matching services described above, HomeAdvisor also provides several on-demand services, including Instant Booking and Instant Connect (patent-pending).

Also, in the case of certain tasks, HomeAdvisor provides a pre-priced product offering, pursuant to which consumers can request services through a HomeAdvisor platform and pay HomeAdvisor for the services directly.

HomeAdvisor then fulfills the request with independently established home services providers engaged in a trade, occupation and/or business that customarily provides such services.

Lastly, consumers can also access the online HomeAdvisor True Cost Guide, which provides project cost information for more than 400 project types nationwide, as well as a library of home services-related content.

In addition to the general matching services described above, in certain markets, consumers can also submit a request to book a specific Handy service professional for a given job.

Also, consumers who purchase furniture, electronics, appliances and other home-related items from select third-party retail partners online (and in certain markets, in store) can simultaneously purchase assembly, installation and other related services to be fulfilled by Handy service professionals, which are then paid for directly through the applicable third-party retail partner platform.

Marketplace Service Professional Services.

HomeAdvisor service professionals pay fees for consumer matches and membership subscription fees for HomeAdvisor memberships and related mHelpDesk subscription products and services, which are available for purchase at the option of service professionals through HomeAdvisor’s sales force.

The basic HomeAdvisor annual membership package includes membership in the HomeAdvisor network of service professionals, as well as access to consumer matches through HomeAdvisor platforms and a listing in the HomeAdvisor online directory and certain other affiliate directories, among other benefits.

Handy service professionals who self-register on the Handy platform are provided with access to a pool of consumers seeking service professionals.

Angie's List Consumer Services.

Through Angie’s List, consumers can currently register and search for a service professional in the Angie’s List nationwide online directory and/or be matched with a service professional.

Consumers who register can access ratings and reviews and search for service professionals, as well as access certain promotions.

Two premium membership packages are available for fee, which packages include varying degrees of online and phone support, access to exclusive promotions and features and the award-winning Angie’s List print magazine.

Angie's List Service Professional Services.

Angie’s List provides service professionals with a variety of services and tools, including certification.

Generally, service professionals with an overall member grade below a “B” are not eligible for certification.

Service professionals must satisfy certain criteria for certification, including retaining the requisite member grade, passing certain criminal background checks and attesting to proper licensure requirements.

Once eligibility criteria are satisfied, service professionals must purchase term-based advertising to obtain certification.

As of December 31, 2019, there were approximately 37,000 certified service professionals under contract for advertising.

Certified service professionals rotate among the first service professionals listed in directory search results for an applicable category, with non-certified service professionals appearing below certified service professionals in directory search results.

Certified service professionals can also provide exclusive promotions to members.

When consumers choose to be matched with a service professional, HomeAdvisor’s proprietary algorithm will determine where a given service professional appears within related results.

ANGI Homeservices revenue is primarily derived from:

(i) consumer connection revenue, which consists of fees paid by HomeAdvisor service professionals for consumer matches (regardless of whether the service professional ultimately provides the requested service) and fees from completed jobs sourced through the HomeAdvisor and Handy platforms, and (ii) HomeAdvisor service professional membership subscription fees.

Consumer connection revenue varies based upon several factors, including the service requested, product experience offered and geographic location of service.

Revenue is also derived from:

(i) sales of time-based website, mobile and call center advertising to service professionals, (ii) membership subscription fees from consumers and (iii) service warranty subscription and other services revenue.

ANGI Homeservices primarily markets its products and services to consumers primarily through digital marketing (primarily paid search engine marketing, display advertising and third-party affiliate agreements) and traditional offline marketing (national television and radio campaigns), as well as through e-mail.

Pursuant to third-party affiliate agreements, third parties agree to advertise and promote HomeAdvisor products and services (and those of HomeAdvisor service professionals) on their platforms.

In exchange for these efforts, these third parties are paid a fixed fee when visitors from their platforms click through and submit a valid service request through HomeAdvisor, or when visitors submit a valid service request on the affiliate platform and the affiliate transmits the service request to HomeAdvisor.

ANGI Homeservices products and services are also marketed to consumers through relationships with select third-party retail partners and, to a lesser extent, through partnerships with other contextually related websites and direct mail.

ANGI Homeservices markets HomeAdvisor matching services and membership subscriptions and related mHelpDesk subscription products and services to service professionals primarily through its Golden, Colorado based sales force, as well as through sales forces in Denver, Colorado;

Colorado Springs, Colorado (through December 31, 2019);

Lenexa, Kansas;

New York, New York;

Indianapolis, Indiana;

and Chicago, Illinois.

These products and services are also marketed, together with Handy products and services and HomeAdvisor’s various directories, through paid search engine marketing, digital media advertising and direct relationships with trade associations and manufacturers.

Term-based advertising and related products are marketed to service professionals primarily through the Indianapolis based sales force.

The home services industry is highly competitive and fragmented, and in many important respects, local in nature.

ANGI Homeservices competes with, among others:

(i) search engines and online directories, (ii) home and/or local services-related platforms, (iii) providers of consumer ratings, reviews and referrals and (iv) various forms of traditional offline advertising (primarily local in nature), including radio, direct marketing campaigns, yellow pages, newspapers and other offline directories.

We also compete with local and national retailers of home improvement products that offer or promote installation services.

We believe our biggest competition comes from the traditional methods most people currently use to find service professionals, which are by word-of-mouth and through referrals.

We believe that our ability to compete successfully will depend primarily upon the following factors:

the size, quality, diversity and stability of our network of service professionals and the breadth of our online directory listings;

our ability to consistently generate service requests and jobs through the Marketplace and leads through our online directories that convert into revenue for service professionals in a cost-effective manner;

our ability to increasingly engage with consumers directly through our platforms, including our various mobile applications (rather than through search engine marketing or via free search engine referrals);

the functionality of our websites and mobile applications and the attractiveness of their features and our products and services generally to consumers and service professionals, as well as our continued ability to introduce new products and services that resonate with consumers and service professionals generally;

our ability to continue to build and maintain awareness of, and trust in and loyalty to, our various brands, particularly our Angie’s List, HomeAdvisor and Handy brands;

the quality and consistency of the service professional pre-screening processes and ongoing quality control efforts, as well as the reliability, depth and timeliness of customer ratings and reviews.

Vimeo operates a global video platform for creative professionals, small and medium businesses ("SMBs"), organizations and enterprises to connect with their audiences, customers and employees.

Vimeo provides cloud-based Software-as-a-Service ("SaaS") offerings that allow customers to create, host, stream, monetize, analyze and distribute videos online and across devices.

Vimeo offers these services under the Vimeo, Magisto (acquired in 2019) and Livestream (acquired in 2017) brands.

Vimeo offers its video services on a self-serve basis directly through Vimeo’s websites and applications.

Self-serve plans currently offered by Vimeo include, among others, its Plus, Pro, Business and Premium plans.

These and other self-serve plans may provide subscribers with the following capabilities:

video storage and bandwidth, live streaming capabilities, video editing and creation tools with video templates and stock content, robust video privacy controls, team collaboration and management tools, review and workflow tools, detailed analytics, monetization, lead generation and marketing tools, priority support and the ability to publish videos on third party platforms.

Vimeo’s various self-serve plans are designed for various categories of end users.

For example, the Plus self-serve plan primarily targets solo creators and freelancers, while the other self-serve plans target creative professionals and agencies, SMBs, marketers and larger organizations.

Vimeo also offers enterprise-level video solutions.

In addition to all or some subset of self-serve plan capabilities, enterprise plans may provide subscribers with:

customer-branded websites and applications (for subscription video distribution) and features that facilitate organizational use, such as single-sign on functionality, service level commitments and live customer support.

Enterprise plans currently offered by Vimeo primarily include plans that provide subscribers with the ability to distribute videos through subscription channels via over-the-top applications or enterprise-level live streaming tools, as well as customized plans.

The subscriber base for Vimeo’s various enterprise plans primarily includes media businesses, Fortune 500 companies, faith-based organizations and government agencies.

In all cases, the precise mix of capabilities within a given plan depends on the type and tier of plan purchased.

Vimeo believes that the range of capabilities available through its various self-serve and enterprise plans provides the video tools necessary for every business, of every size, to grow with video.

Self-serve subscription plans are available on a monthly or annual basis and enterprise plans are generally available on an annual basis and to a lesser extent, on a multi-year basis.

Prices for self-serve and enterprise plans differ meaningfully depending upon the type and tier of plan purchased.

As of December 31, 2019, there were approximately 1.2 million subscribers to Vimeo's various self-serve and enterprise plans (including the Magisto video creation application).

In addition to the paid self-serve and enterprise plans described above, Vimeo generally makes basic features, such as video hosting and sharing capabilities, available to registered users free of charge.

Vimeo's paid plans (self-serve and enterprise plans) are marketed directly through Vimeo's various websites and applications.

Users can subscribe to various types and tiers of self-serve plans directly through entry points on these channels, as well as register for free basic features.

Historically, a large percentage of subscribers were former free users who upgraded to a self-serve plan through upgrade opportunities displayed on Vimeo's various websites and applications, and users and subscribers have generally also upgraded to higher-priced tiers over time as their needs increase and Vimeo’s product

offerings become more robust.

As a result, Vimeo actively markets to its base of nearly 150 million registered members (including registered free users and paid subscribers of Vimeo and Magisto services) to drive conversion and upgrades to paid plans, primarily through e-mail campaigns and, to a lesser extent, targeted display advertising on social media platforms.

Vimeo's various self-serve plans and free basic features are also available through the Apple App Store and Google Play Store.

Vimeo also markets and sells enterprise plans to various types of businesses and organizations through its sales force, as well as through certain third parties.

Vimeo's various services are marketed through online marketing efforts, including paid search engine marketing, social media, e-mail campaigns, display advertising and affiliate marketing.

These services are also marketed through offline marketing efforts, such as conferences and events.

Vimeo revenue is derived primarily from annual and monthly SaaS subscription fees paid by subscribers for self-serve and enterprise plans.

Vimeo competes with a variety of online video platforms, from free, ad-based video sharing services directed at users to niche workflow and distribution solutions directed at professionals and enterprises.

We believe that Vimeo differentiates itself from its competitors by providing an ad-free, high quality user experience and one-stop professional solution that is easy to use and affordable.

We believe that Vimeo’s ability to compete successfully will depend primarily upon the following factors:

the quality of its technology platforms, video tools and user experience;

whether its SaaS premium subscription plans resonate with customers, particularly with SMBs and enterprises;

its ability to drive visitors to its platforms and acquire paid subscribers in a sustainable manner through various forms of direct marketing or direct sales.

its ability to retain existing subscribers by continuing to provide a compelling value proposition and convert non-paying users into subscribers;

the continued ability of users to distribute Vimeo-hosted content across third-party platforms and the prominence and visibility of such content within search engine results and social media platforms;

its ability to host and stream high-bandwidth video on a scalable platform;

the recognition and strength of the Vimeo brand relative to competitor brands.

Dotdash is a portfolio of digital publishing brands providing expert information and inspiration in select vertical content categories to over 90 million users each month.

As of the date of this report, our Dotdash business consisted of the following brands:

the Verywell family of brands, providing information and resources through which users can explore a full spectrum of health and wellness topics, from comprehensive information on medical conditions to advice on fitness, nutrition, mental health, pregnancy and more;

the Spruce family of brands, providing information and resources relating to home decor, home repair, recipes, cooking techniques, pets and crafts, as well as practical, real-life tips and inspiration to help users create their best home;

the Balance family of brands, providing information and resources relating to personal finance, career and small business topics that makes personal finance easy to understand and where users can find clear, practical, and straightforward personal financial advice;

Investopedia , an online resource that provides investment and personal finance education, information and resources;

Lifewire , a leading online technology information property that provides expert-created, real-world technology information, resources and content with informative visuals and straightforward instruction that help users fix tech gadgets, learn how to perform specific tech tasks, and find the best tech products;

TripSavvy , a travel website written by real experts (not anonymous reviewers) where users can find useful travel advice and inspiration from destinations around the world;

Byrdie and MyDomaine , beauty and lifestyle websites where users can find beauty and style advice and curated home-design inspiration, fresh recipes and healthy relationship ;

Brides , a leading online resource that inspires and guides users as they make decisions from pre-engagement to honeymoon and is committed to bringing its users an inclusive look at the world of weddings with every type of couple, every type of wedding and every type of celebration ;

Liquor.com , a lifestyle website featuring award-winning articles, hand-selected recipes, bar guides and more;

TreeHugger.com , a leading online resource for news and information related to sustainability, as well as green news, solutions, and product information;

Mother Nature Network , a leading online resource for news and information related to the environment and responsible living;

ThoughtCo , a leading online information and reference site with a focus on expert-created education content where users can find answers to questions and information regarding a broad range of disciplines, including science, technology and math, languages, and the humanities and the arts;

Through these brands, we provide original and engaging digital content in a variety of formats, including articles, illustrations, videos, and images.

We work with hundreds of experts in their respective fields to create the content that it publishes, including doctors, chefs and certified financial advisors, among others.

Dotdash revenue consists principally of digital advertising revenue and performance marketing revenue.

Digital advertising revenue is generated primarily through digital display advertisements sold directly by our sales team and through programmatic advertising networks.

Performance marketing revenue includes affiliate commerce and performance marketing commissions.

Affiliate commerce commission revenue is generated when Dotdash refers users to commerce partner websites resulting in a purchase or transaction.

Performance marketing commissions are generated on a cost-per-click or cost-per-new account basis.

We market Dotdash content through a variety of digital distribution channels, including search engines, social media platforms and via direct navigation to Dotdash sites.

Users who engage with Dotdash brands are invited to share Dotdash content and sign up for Dotdash e-mail newsletters.

Dotdash competes with a wide variety of parties in connection with its efforts to attract and retain users and advertisers.

Competitors primarily include other online publishers and destination websites with brands in similar vertical content categories and social channels.

Some of Dotdash’s current competitors have longer operating histories, greater brand recognition, larger user bases and/or greater financial, technical or marketing resources than Dotdash does.

As a result, they have the ability to devote comparatively greater resources to the development and promotion of their content, which could result in greater market acceptance of their content relative to Dotdash content.

We believe that Dotdash’s ability to compete successfully will depend primarily upon the following factors:

• the quality and freshness of the content and features on Dotdash websites, relative to those of its competitors;

• its ability to successfully create or acquire content (or the rights thereto) in a cost-effective manner;

• the relevance, expertise and authority of the content featured on Dotdash websites;

• its ability to successfully drive visitors to Dotdash’s portfolio of digital brands in a cost-effective manner.

Our Applications segment consists of our Desktop business and Mosaic Group, our mobile business.

Through these businesses, we are a leading provider of global, advertising-driven desktop and subscription-based mobile applications.

Through our Desktop business, we own and operate a portfolio of desktop browser applications that provide users with access to a wide variety of online content, tools and services.

Aligned around the common theme of making the lives of users easier in just a few clicks, these products span a myriad of categories, including:

FromDocToPDF , through which users can convert documents from one format into various others;

MapsGalaxy , through which users can access accurate street maps, local traffic conditions and aerial and satellite street views;

and GetFormsOnline, through which users can access essential forms (tax, healthcare, travel and more) online.

Users who download our desktop browser applications are provided with new tab search services, as well as the option of default browser search services.

Desktop browser applications are distributed to consumers free of charge on an opt-in basis directly through direct to consumer (primarily the Chrome Web Store) and partnership distribution channels.

Through our Desktop business, we also develop, distribute and provide a suite of Slimware-branded desktop-support software and services, including:

DriverUpdate® , which scans, identifies and completes required updates to device-to-PC communicating drivers;

SlimCleaner® software, which cleans, updates, secures and optimizes computer operating systems;

and Slimware® Premium Support , a subscription service that provides subscribers with 24/7 access to remote tech support for their computers, mobile phones and other digital devices.

Through Mosaic Group, we are a leading provider of global subscription mobile applications.

Mosaic Group’s products are developed by the following owned and operated businesses:

Apalon, iTranslate (acquired in March 2018) and TelTech (acquired in October 2018).

As of December 31, 2019, Mosaic Group had approximately 3.6 million mobile paying subscribers.

Apalon is a leading mobile development company with one of the largest and most popular application portfolios worldwide.

iTranslate develops and distributes some of the world’s most downloaded mobile translation applications, enabling users to read, write, speak and learn foreign languages anywhere in the world.

TelTech develops and distributes unique and innovative mobile communications applications that help protect consumer privacy.

Through Mosaic Group, collectively, we operated 39 branded mobile applications in 28 languages across 173 countries as of December 31, 2019.

These branded mobile applications consist of applications spanning a variety of categories, each designed to meet the varying and unique needs of subscribers and enhance their daily lives, including:

iTranslate , through which subscribers can connect and communicate across over 100 languages;

Robokiller , which thwarts both telemarketing and illegal spam phone calls;

NOAA Radar , which provides up-to-date weather information and storm tracking worldwide;

Scanner for Me , which allows users to create, sign and edit PDFs using the camera on their mobile phones;

Productive , a goal-setting and habit-tracking app that allows consumers to better plan and control their lives;

and Planes Live , a go-to companion application for frequent fliers.

Mosaic Group’s various branded mobile applications are distributed to subscribers primarily through the Apple App Store and Google Play Store.

Mosaic Group believes it has the personnel, systems and expertise necessary to build and scale leading mobile applications and grow mobile subscription businesses.

By applying these resources and skills to both organically developed and acquired mobile applications, Mosaic Group has demonstrated success in scaling mobile applications across a wide variety of utility and productivity categories.

With a deep commitment to delivering continuing value to its subscribers and users and a continued focus on entering new categories, data-driven decision-making based on key performance indicators and best-in-class data modeling, user acquisition and optimization teams, Mosaic Group has grown to become one of the world’s leading mobile subscription businesses.

Desktop revenue largely consists of advertising revenue generated principally through the display of paid listings in response to search queries.

Paid listings are advertisements displayed on search results pages that generally contain a link to advertiser websites.

The substantial majority of the paid listings displayed by the Desktop business is supplied by Google Inc.

(“Google”) pursuant to a services agreement with Google.

Pursuant to this agreement, Desktop businesses that provide search services transmit search queries to Google, which in turn transmits a set of relevant and responsive paid listings back to these businesses for display in search results.

This ad-serving process occurs independently of, but concurrently with, the generation of algorithmic search results for the same search queries.

Google paid listings are displayed separately from algorithmic search results and are identified as sponsored listings on search results pages.

Paid listings are priced on a price per click basis and when a user submits a search query through one of our Desktop business and then clicks on a Google paid listing displayed in response to the query, Google bills the advertiser that purchased the paid listing and shares a portion of the fee charged to the advertiser with us.

See “Item 1A-Risk Factors-We depend upon arrangements with Google.”

To a lesser extent, Desktop revenue also includes fees related to subscription-based downloadable desktop applications, as well as display advertisements.

Mosaic Group revenue consists primarily of fees related to subscription downloadable mobile applications distributed through the Apple App Store and Google Play Store and, to a significantly lesser extent, revenue generated from display advertisements.

We market our Desktop applications to users primarily through digital display advertisements and paid search engine marketing efforts, as well as through a number of affiliate advertisers.

We market our mobile applications to users primarily through digital storefronts (primarily the Apple App Store and Google Play Store) and digital display advertisements on social media, messaging and media platforms, as well as in-app and cross-app advertising.

The Applications industry is competitive and has no single, dominant desktop or mobile application brand globally.

The Desktop business competes with a number of other companies that develop and market similar desktop browser application products and distribute them through direct to consumer and third-party agreements.

We also compete with search engines to provide users with new tab, homepage and/or default search services.

We believe that the ability of our Desktop business to compete successfully will depend primarily upon the following factors:

its ability to maintain industry-leading monetization solutions for desktop browser applications in response to evolving technology and changing requirements from operators of large platforms, including Google;

the size and stability of its global base of installed desktop application products and the ability to grow this base;

the continued creation of desktop browser applications that resonate with consumers, which depends upon the continued ability to bundle attractive features, content and services (some of which may be owned by third parties);

its ability to differentiate its desktop browser applications from those of competitors;

its ability to market and distribute desktop browser applications through direct to consumer (primarily the Chrome Web Store) and third-party channels in a cost-effective manner.

Mosaic Group competes with many mobile application companies that provide similar free and paid mobile application products.

We also compete with services provided by non-mobile, analog and disparate sources, along with certain digital companies whose competitive products are ancillary or immaterial to their primary sources of revenue.

We believe that the ability of Mosaic Group to compete successfully will depend primarily upon the following factors:

the continued growth of consumer adoption of free and paid mobile applications generally and related engagement levels;

• its ability to operate its various mobile applications as a scalable platform;

• its ability to retain existing subscribers and acquire new subscribers in a cost-effective manner;

its ability to market and distribute its mobile applications through third party digital app stores, including the Google Play Store and the Apple App Store, in a cost-effective manner;

• its ability to continue to optimize its marketing and monetization strategies;

• the continued growth of smartphone adoption in certain regions of the world, particularly emerging markets;

• the continued strength of Mosaic Group brands;

its ability to introduce new and enhanced mobile applications in response to competitor offerings, consumer preferences, platform demands, social trends and evolving technological landscape.

Emerging & Other

Our Emerging & Other segment primarily includes:

Ask Media Group, through which we provide general search services, and to a lesser extent, content, through a variety of owned and operated websites that help users find the information they need;

Care.com, a leading global platform for finding and managing family care, designed to me the evolving needs of today's families and caregivers, and provider of household payroll and tax services, customized corporate benefits packages covering the care needs of working families and innovative new ways for caregivers to be paid and obtain professional benefits;

Bluecrew, a technology driven platform exclusively for flexible W-2 work, with job seekers turning to Bluecrew for sustainable and reliable employment that fits their schedules across a broad range of industries, including warehousing, logistics, e-commerce, events, delivery and hospitality;

• NurseFly, a temporary health care staffing platform acquired in June 2019;

The Daily Beast, a website dedicated to news, commentary, culture and entertainment that publishes original reporting and opinion from its roster of full-time journalists and contributors;

IAC Films, a provider of production and producer services for feature films, primarily for initial sale and distribution through theatrical releases and video-on-demand services in the United States and internationally.

Ask Media Group’s revenue consists primarily of advertising revenue generated principally through the display of paid listings in response to search queries, as well as from display advertisements appearing alongside content on its various websites and, to a lesser extent, affiliate commerce commission revenue.

Care.com generates revenue primarily through subscription fees from families and caregivers to its suite of products and services, as well as though annual contracts with corporate employers who provide access to Care.com’s suite of products and services as an employee benefit and through contracts with businesses that recruit employees through (and advertise on) its platform.

Bluecrew revenue consists of service revenue, which is generated through staffing workers.

NurseFly revenue consists of subscription revenue, which is generated through recruiting agencies that seek access to qualified healthcare professionals.

The Daily Beast revenue consists of advertising revenue, which is generated primarily through display advertisements (sold directly and through programmatic ad sales), and to a lesser extent, affiliate commerce commission revenue.

Revenue of IAC Films is generated primarily through media production and distribution.

As of December 31, 2019, IAC had approximately 8,700 full-time employees worldwide, the substantial majority of which provided services to our brands and business located in the United States.

We believe that we generally have good relationships with our employees.

• the design and functionality of our products.

A large portion of dating customers use multiple products over a given period of time, either concurrently or sequentially, making our broad portfolio of brands a competitive advantage.

Where we earn our revenue

All our products enable users to establish a profile and review other users’ profiles without charge.

Each product also offers additional features, some of which are free, and some of which require payment depending on the particular product.

In general, access to premium features requires a subscription, which is typically offered in packages (primarily ranging from one month to six months), depending on the product and circumstance.

Prices differ meaningfully within a given brand depending on the duration of a subscription, the bundle of paid features that a user chooses to access, and whether or not a Subscriber is taking advantage of any special offers.

In addition to subscriptions, many of our products offer users certain features, such as the ability to promote themselves for a given period of time, or highlight themselves to a specific user, and these features are offered on a pay-per-use, or à la carte, basis.

The precise mix of paid and premium features is established over time on a brand-by-brand basis and is constantly subject to iteration and evolution.

Our direct revenue is primarily derived from users in the form of recurring subscriptions, which typically provide unlimited access to a bundle of features for a specific period of time, and to a lesser extent from à la carte features, where users pay a non-recurring fee for a specific consumable benefit or feature.

Each of our brands offers a combination of free and paid features targeted to its own unique community.

In addition to direct revenue from our users, we generate indirect revenue from advertising, which makes up a much smaller percentage of our overall revenue as compared to direct revenue.

Dependencies on services provided by others

We fully rely on the Apple App Store and the Google Play Store to distribute our mobile applications and related in-app products.

While our mobile applications are generally free to download from these stores, we offer our users the opportunity to purchase subscriptions and certain à la carte features through these applications.

We determine the prices at which these subscriptions and features are sold;

however, purchases of these subscriptions and features are required in most cases to be processed through the in-app payment systems provided by Apple and Google.

Due to these requirements, we pay Apple and Google, as applicable, a meaningful share (generally 30%) of the revenue we receive from these transactions.

Additionally, when our users and subscribers access and pay through the app stores, the platforms may receive personal data about our users and subscribers that we would otherwise receive if we transacted with our users and subscribers directly.

The platforms have restricted our access to much of that data.

Both Apple and Google have broad discretion to change their respective terms and conditions applicable to the distribution of our applications, including the amount of, and requirement to pay, certain fees associated with purchases required to be facilitated by Apple and Google through our applications, and to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with our ability to distribute our applications through their stores, the features we provide, the manner in which we market our in-app products, and our ability to access information about our users and subscribers that they collect.

Apple or Google could also make changes to their operating systems or payment services that could negatively impact our business, including by unilaterally raising the prices for those services.

Cloud Services

We rely on third parties, primarily data center service providers and cloud-based, hosted web service providers, such as Amazon Web Services, as well as third party computer systems, broadband and other communications systems and service providers, in connection with the provision of our products generally, as well as to facilitate and process certain transactions with our users.

We have no control over any of these third parties or their operations.

Problems experienced by third-party data center service providers and cloud-based, hosted web service providers, such as Amazon Web Services, upon which brands including Tinder, Pairs, and Hinge rely, the telecommunications network providers with which we or they contract, or with the systems through which telecommunications providers allocate capacity among their customers could also adversely affect us.

Any changes in service levels at our data centers or hosted web service providers, such as Amazon Web Services, or any interruptions, outages or delays in our systems or those of our third party providers, or deterioration in the performance of these systems, could impair our ability to provide our products or process transactions with our users, which would adversely impact our business, financial condition and results of operations.

Sales and marketing

All of our brands rely on word-of-mouth, or free, user acquisition to varying degrees.

Other brands rely on paid user acquisition for a significant percentage of their users.

Our online marketing activities generally consist of purchasing social media advertising, banner, and other display advertising, search engine marketing, email campaigns, video advertising, business development or partnership deals, creating content, and partnering with influencers to promote our products.

Our offline marketing activities generally consist of television advertising, out-of-home advertising, and public relations efforts.

Intellectual property

We regard our intellectual property rights, including trademarks, domain names and other intellectual property, as critical to our success.

For example, we rely heavily upon the use of trademarks (primarily Tinder, Match, PlentyOfFish, OkCupid, Meetic, OurTime, Pairs, and Hinge, and associated domain names, taglines and logos) to market our products and applications and build and maintain brand loyalty and recognition.

We have an ongoing trademark and service mark registration program, pursuant to which we register our brand names, product names, taglines and

logos and renew existing trademark and service mark registrations in the United States and other jurisdictions to the extent we determine it to be necessary or otherwise appropriate and cost-effective.

In addition, we have a trademark and service mark monitoring policy pursuant to which we monitor applications filed by third parties to register trademarks and service marks that may be confusingly similar to ours, as well as potential unauthorized use of our material trademarks and service marks.

Our enforcement of this policy affords us valuable protection under current laws, rules and regulations.

We also reserve and file registrations (to the extent available) and renew existing registrations for domain names that we believe are material to our business.

We also rely upon a combination of in-licensed third-party and proprietary trade secrets, including proprietary algorithms, and upon patented and patent-pending technologies, processes, and features relating to our matching process systems or features, products, and services with expiration dates from 2023 to 2036.

We have an ongoing invention recognition program pursuant to which we apply for patents to the extent we determine it to be core to our product or businesses or otherwise appropriate and cost-effective.

We rely on a combination of internal and external controls, including applicable laws, rules and regulations, and contractual restrictions with employees, contractors, customers, suppliers, affiliates and others, to establish, protect and otherwise control access to our various intellectual property rights.

Government regulation

We are subject to a variety of laws and regulations in the United States and abroad that involve matters that are important to or may otherwise impact our business, including, among others, broadband internet access, online commerce, advertising, user privacy, data protection, intermediary liability, protection of minors, consumer protection, general safety, sex-trafficking, taxation and securities law compliance.

As a result, we could be subject to actions based on negligence, regulatory compliance, various torts, and trademark and copyright infringement, among other actions.

See “Risk factors—Risks relating to our business—Our business is subject to complex and evolving U.S.

and international laws and regulations, including with respect to data privacy and platform liability.

These laws and regulations are subject to change and uncertain interpretation, and could result in changes to our business practices, increased cost of operations, declines in user growth or engagement, claims, monetary penalties, or otherwise harm our business” and “—Risks relating to our business—We may fail to adequately protect our intellectual property rights or may be accused of infringing the intellectual property rights of third parties.”

Because we receive, store, and use a substantial amount of information received from or generated by our users, we are particularly impacted by laws and regulations governing privacy;

the storage, sharing, use, processing, disclosure, and protection of personal data;

and data breaches, in many of the countries in which we operate.

For example, in 2016, the European Commission adopted the General Data Protection Act (which we refer to as “GDPR”), a comprehensive EU privacy and data protection reform that became effective in May 2018.

The act applies to companies established in the EU or otherwise providing services or monitoring the behavior of people located in the EU and provides for significant penalties in case of non-compliance as well as a private right of action for individual claimants.

GDPR will continue to be interpreted by EU data protection regulators, which have and may in the future require that we make changes to our business practices, and could generate additional costs, risks, and liabilities.

The EU is also considering an update to its Privacy and Electronic Communications (so-called “e-Privacy”) Directive, notably to amend rules on the use of cookies, direct marketing and processing of private communications and related metadata, which may also require that we make changes to our business practices and could generate additional costs, risks and liabilities.

In July 2020, the Court of Justice of the EU declared transfers of personal data on the basis of the European Commission’s Privacy Shield Decision illegal and stipulated stricter requirements for the transfer of personal data based on standard contract clauses.

This judgement and the resulting decisions and guidelines from EU supervisory authorities may require changes to our business practices and generate additional costs, risks and liabilities.

Brexit could result in the application of new and conflicting data privacy and protection laws and standards to our operations in the United Kingdom and our handling of personal data of users located in the United Kingdom.

At the same time, many countries in which we do business have already adopted or are also currently considering adopting privacy and data protection laws and regulations.

Multiple legislative proposals concerning privacy and the protection of user information have been introduced in the U.S.

state legislatures, including those in New York, Illinois, California, and many other states, are considering privacy legislation in 2021.

legislatures have already passed and enacted privacy legislation, most prominently the California Consumer Privacy Act of 2018, which was signed into law in June 2018 and came into effect on January 1, 2020, with full enforcement commencing on June 30, 2020.

On November 3, 2020 the “California Privacy Rights Act of 2020” (CPRA) was enacted, which expands the state’s consumer privacy laws and creates a new government organization, the California Privacy Protection Agency (CPPA), to enforce the law.

The majority of the CPRA’s provisions will enter into force on January 1, 2023, with a lookback to January 2022.

Additionally, the Federal Trade Commission has increased its focus on privacy and data security practices at digital companies, as evidenced by its levying, in July 2019, of a first-of-its kind, $5 billion fine against Facebook for privacy violations.

Finally, talks of a U.S.

federal privacy law are ongoing in Congress, with multiple proposals having been made already, and may lead to the passing of a new law in 2021 or the coming years.

Concerns about harms and the use of dating products and social networking platforms for illegal conduct, such as romance scams, promotion of false or inaccurate information, financial fraud, and sex-trafficking, have produced and could continue to produce future legislation or other governmental action.

For example, in January 2020, the Oversight Subcommittee on Economic and Consumer Policy of the U.S.

House of Representatives launched an investigation into the online dating industry’s user safety policies, including certain practices of Match Group’s businesses relating to the identification and removal of registered sex offenders and underage individuals from our platforms.

The EU and the United Kingdom are also considering new legislation on this topic, with the United Kingdom having released its Online Harms White Paper and the EU introducing the Digital Services Act, which in each case, would expose platforms to similar or more expansive liability.

In the United States, government authorities, elected officials, and political candidates have called for amendments to Section 230 of the Communications Decency Act that would purport to limit or remove protections afforded interactive computer service providers.

Proposed legislation includes the EARN IT Act, the PACT Act, the BAD ADS Act, the SAFE TECH Act, and others.

If these proposed laws are passed, or if future legislation or governmental action is proposed or taken to address concerns regarding such harms, changes could be required to our products that could restrict or impose additional costs upon the conduct of our business generally or cause users to abandon our products.

See “Risk factors—Risks relating to our business—Inappropriate actions by certain of our users could be attributed to us and damage our brands’ reputations, which in turn could adversely affect our business.”

Our global businesses are subject to a variety of complex and continuously evolving income and other tax frameworks.

For example, the Organization for Economic Co-Operation and Development (“OECD”) is revising its recommendations on how to tax international businesses, including expanding the jurisdiction of member countries to tax businesses based on some level of digital presence and subjecting these companies to a minimum tax.

Also, the European Commission, as well as several countries both inside and outside the EU, have recently adopted or considered proposals that would change various aspects of the current tax framework under which we are taxed, including proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue.

As the provider of dating products with a subscription-based element, we are also subject to laws and regulations in certain U.S.

states and other countries that apply to our automatically-renewing subscription payment models.

For example, the EU’s Payment Services Directive (PSD2), which became effective in 2018, could impact our ability to process auto-renewal payments or offer promotional or differentiated pricing for users in the EU.

Similar legislation or regulation, or changes to existing legislation or regulation governing subscription payments, are being considered in many U.S.

Finally, certain U.S.

states and certain countries in the Middle East and Asia have laws that specifically govern dating services.

Our people are critical to Match Group’s continued success and we work hard to attract, retain and motivate qualified talent.

As of December 31, 2020, we had approximately 1,880 full-time and approximately 20 part-time employees, which represents a 15% year-over-year increase in employee headcount.

We expect headcount growth to continue for the foreseeable future, particularly as we continue to focus on recruiting employees in technical functions such as software engineers.

In addition, we plan to continue to hire a number of employees and contractors to continue to bolster various privacy, safety and data security initiatives as well as other functions to support our expected growth.

We may also increase headcount through the completion of

merger and acquisition transactions, including the acquisition of Hyperconnect, Inc., announced in February 2021, which, pending regulatory approvals, is expected to close in the second quarter of 2021 and would increase our headcount by approximately 400 employees, based primarily in South Korea.

As of December 31, 2020, approximately 68%, 1%, 20%, and 11% of our employees reside in the North America, Latin America, EMEA, and Asia-Pacific regions, respectively, spanning 22 countries and reflecting various cultures, backgrounds, ages, sexes, gender identities, sexual orientations, and ethnicities.

Our global workforce is highly educated, with the majority of our employees working in engineering or technical roles that are central to the technological and product innovations that drive our business.

Competition for qualified talent has historically been intense, particularly for software engineers and other technical staff.

We believe that an equitable and inclusive environment with diverse teams produces more creative solutions, results in better, more innovative products and is crucial to our efforts to attract and retain key talent.

We work to support our goals of diversifying our workforce through recruiting, retention, and people development.

Our goal is to create a culture where everybody, from everywhere and with every background, can contribute, grow, and thrive.

Our compensation and benefits programs are designed to attract and reward talented individuals who possess the skills necessary to support our business objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders.

In addition to salaries, these programs (which vary by country/region) include annual bonuses, stock-based awards, retirement benefits, healthcare, and insurance benefits, paid time off, family leave, flexible work schedules, and employee assistance programs.

We are committed to providing competitive and equitable pay.

We base our compensation on market data and conduct evaluations of our compensation practices on a regular basis to determine the competitiveness and fairness of our packages.

We are committed to empowering our people with career advancement and learning opportunities.

Our talent development programs provide employees with resources to help achieve their career goals, build management skills and contribute to and, where applicable, lead their organizations.

We regularly conduct anonymous surveys to seek feedback from our employees on a variety of topics, including but not limited to, confidence in company leadership, competitiveness of our compensation and benefits, career growth opportunities and ways to improve our company’s position as an employer of choice.

The results are shared with our employees and reviewed by senior leadership, who analyze areas of progress or opportunity and prioritize actions and activities in response to this feedback to drive meaningful improvements in employee engagement.

We believe that our approach to talent has been instrumental in our growth, and has made Match Group a desirable destination for current and future employees.

Additional information

Company website and public filings.

The Company maintains a website at www.iac.com .

Neither the information on the Company’s website, nor the information on the website of any IAC business, is incorporated by reference into this annual report, or into any other filings with, or into any other information furnished or submitted to, the SEC.

Investors and others should note that we announce material financial and operational information to our investors using our investor relations website at https://ir.mtch.com , Securities and Exchange Commission (“SEC”) filings, press releases, and public conference calls.

We use these channels as well as social media to communicate with our users and the public about our company, our services, and other issues.

It is possible that the information we post on social media could be deemed to be material information.

Accordingly, investors, the media, and others interested in our company should monitor the social media channels listed on our investor relations website in addition to following our SEC filings, press releases, and public conference calls.

Neither the information on our website, nor the information on the website of any Match Group business, is incorporated by reference into this report, or into any other filings with, or into any other information furnished or submitted to, the SEC.

The Company makes available, free of charge through its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been electronically filed with (or furnished to) the SEC.

Code of ethics.

The Company’s code of ethics applies to all employees (including IAC’s principal executive officers, principal financial officer and principal accounting officer) and directors and is posted on the Investor Relations section of the Company's website at www.iac.com/Investors under the “Code of Ethics” tab.

This code of ethics complies with Item 406 of SEC Regulation S-K and the rules of The Nasdaq Stock Market LLC.

Any changes to the code of ethics that affect the provisions required by Item 406 of Regulation S-K (and any waivers of such provisions of the code of ethics for IAC’s executive officers, senior financial officers or directors) will also be disclosed on IAC’s website.

The Company’s code of ethics applies to all employees (including Match Group’s principal executive officer, principal financial officer and principal accounting officer) and directors and is posted on the Company’s website at https://ir.mtch.com under the heading of “Corporate Governance.” This code of ethics complies with Item 406 of SEC Regulation S-K and the rules of The Nasdaq Stock Market LLC.

Any changes to the

code of ethics that affect the provisions required by Item 406 of Regulation S-K, and any waivers of such provisions of the code of ethics for Match Group’s executive officers, senior financial officers or directors, will also be disclosed on Match Group’s website.

Relationship with IAC after the Separation

In connection with the Separation, the Company entered into certain agreements with IAC to govern the relationship between the Company and IAC following the Separation.

These agreements, in certain cases, supersede the agreements entered into between Former Match Group and Former IAC in connection with Former Match Group’s IPO in November 2015 (the “IPO Agreements”) and include:

a tax matters agreement;

a transition services agreement;

and an employee matters agreement.

The IPO Agreements that were not superseded were terminated at closing of the Separation.

In addition to the agreements entered into at the time of the Separation, Match Group leases office space to IAC in a building owned by the Company in Los Angeles.

Match Group also leases office space from IAC in New York City on a month-to-month basis, which the Company terminated in 2020 and expects to vacate in the first half of 2021.

Tax Matters Agreement

Pursuant to the tax matters agreement, each of Match Group and IAC is responsible for certain tax liabilities and obligations following the transfer by Former IAC (i) to Match Group of certain assets and liabilities of, or related to, the businesses of Former IAC (other than Former Match Group) and (ii) to holders of Former IAC common stock and Former IAC Class B common stock, as a result of the reclassification and mandatory exchange of certain series of Former IAC exchangeable preferred stock (collectively, the “IAC Distribution”).

Under the tax matters agreement, IAC generally is responsible for, and has agreed to indemnify Match Group against, any liabilities incurred as a result of the failure of the IAC Distribution to qualify for the intended tax-free treatment unless, subject to certain exceptions, the failure to so qualify is attributable to Match Group's or Former Match Group’s actions or failure to act, Match Group's or Former Match Group’s breach of certain representations or covenants or certain acquisitions of equity securities of Match Group, in each case, described in the tax matters agreement (a "Match Group fault-based action").

If the failure to so qualify is attributable to a Match Group fault-based action, Match Group is responsible for liabilities incurred as a result of such failure and will indemnify IAC against such liabilities so incurred by IAC or its affiliates.

Transition Services Agreement

Pursuant to the transition services agreement, IAC continues to provide certain services to Match Group that Former IAC had historically provided to Former Match Group.

Match Group also provides certain services to IAC that Former Match Group previously provided to Former IAC.

The transition services agreement also provides that Match Group and IAC will make efforts to replace, amend, or divide certain joint contracts with third-parties relating to services or products used by both Match Group and IAC.

Match Group and IAC also agreed to continue sharing certain services provided pursuant to certain third-party vendor contracts that were not replaced, amended, or divided prior to closing of the Separation.

Employee Matters Agreement

Pursuant to the amended and restated employee matters agreement, Match Group will reimburse IAC for the cost of any IAC equity awards held by the Company’s employees and former employees upon exercise or vesting.

In addition, Match Group employees continued to participate in IAC’s U.S.

health and welfare plans, 401(k) plan and flexible benefits plan through December 31, 2020.

Match Group reimbursed IAC for the costs of such participation pursuant to the amended and restated employee matters agreement.

Match Group established its own employee benefit plans effective January 1, 2021.

Other Agreements

The Transaction Agreement provides that each of Match Group and IAC has agreed to indemnify, defend and hold harmless the other party from and against any liabilities arising out of:

(i) any asset or liability allocated to such party or the other members of such party's group under the Transaction Agreement or the businesses of such party's group after the closing of the Separation;

(ii) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of a member of such party's group contained in the Transaction

Agreement that survives the closing of the Separation or is contained in any ancillary agreement;

and (iii) any untrue or misleading statement or alleged untrue or misleading statement of a material fact or omission, with respect to information contained in or incorporated into the Form S-4 Registration Statement (the “Form S-4”) filed with the Securities and Exchange Commission (the “SEC”) by IAC and Former IAC in connection with the Separation or the joint proxy statement/prospectus filed by Former IAC and Former Match Group with the SEC pursuant to the Form S-4.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business