Elliot Turner Managing Director, RGA Investment Advisors

IAC/InterActiveCorp (NASDAQ: IAC)

Prepared for Wide-Moat Investing Summit 2018, Hosted

by MOI Global

by

Elliot Turner, CFA

Managing Director

RGA Investment Advisors, LLC

E: Elliot@rgaia.com

P: (516) 665-1942

@ElliotTurn

Disclaimers and Disclosures

RGA Investment Advisors LLC (hereinafter “RGAIA”) is registered as an investment advisor in the state of Connecticut. Jason

Gilbert and Elliot Turner are both managing members of RGAIA and receive compensation directly by RGAIA. As of the publication

date of this report, RGAIA, the principals of RGAIA, the clients of RGIAA, and others that we have shared our research with

(collectively, the “Authors”) have long positions in and may own options on the stock of the company covered herein (IAC) and

stand to realize gains in the event that the price of the stock increases. Following publication of the report, the Authors may

transact in the securities of the company covered herein.

Investing involves substantial risk. The Authors make no guarantees or other promises as to any results that may be obtained from

the substance of this report. No reader of this report should make any investment decision without first consulting his or her own

personal financial advisor and conducting his or her own research and due diligence, including carefully reviewing the prospectus

and other public filings of the issuer (IAC). To the maximum extent permitted by law, we and our respective affiliates disclaim any

and all liability in the event any information, commentary, analysis, opinions, advice and/or recommendations in this report prove

to be inaccurate, incomplete or unreliable, or result in any investment or other losses. This report is not a solicitation or offers to

buy or sell any securities.

The subject matter of this report, commentary, analysis, opinions, advice and recommendations herein represent the personal and

subjective views of the editorial group, and are subject to change at any time without notice. The information provided in this

report is obtained from sources which the Authors believe to be reliable. However, neither the Authors nor RGAIA has

independently verified or otherwise investigated all such information. Neither the Authors, RGAIA, nor any of their respective

affiliates guarantees the accuracy or completeness of any such information. Neither the Authors nor RGAIA, nor any of their

respective affiliates is responsible for any errors or omissions. Such information is presented “as is”, without warranty of any kind –

whether express or implied.

RGAIA, its clients, its principles, and the Authors may purchase and sell these securities without notice to readers of this report

and may take a position that is inconsistent with the recommendations herein.

About RGA Investment Advisors

We’re an RIA and

invest client assets

with a Growth at a

Reasonable Price

(GARP) bias, with

rigorous research into

the fundamental

drivers of a business.

We take a long-term focus to

investing and aim to maximize

after-tax returns. Our target

time-frame is 3-5 years

though we aim for the “over”

and hope for more.

Our equity portfolio consists

of approximately 25 positions,

with higher conviction ideas

given 5% allocations, average

positions 3% and more

volatile ones 2%. Cash is

typically our largest one

holding.

In diversification, our primary

aim is to expose portfolios to

as many disparate factors of

both risk and reward as

possible.

Intro

“With scale, these businesses are able to redefine the user experience, remove

friction, drive product innovation and deliver enduring value to market

participants. When we evaluate businesses, we look to see if scale improves the

product, not just the price. In other words, the 10,000th customer on the platform

improves the product for the 1,000th customer. That’s the playbook.”1

– Joey Levin, CEO

1- http://ir.iac.com/static-files/6a3fb336-07b7-49d6-a521-b788cedd0e5e

4 Pitches Rolled Into 1

• Diversification lowers risk and correlations, plus within the business I’m going

to present it lowers the cost of capital, creating a competitive advantage in a

competitive field with asymmetric upside.

• You can manufacture your exposure to any or all of the four pitches to the

degree you like the constituent parts:

1. IAC

2. The IAC Stub

3. Match Group, Inc.

4. ANGI Homeservices

Barry Diller – Chairman, Founder, Largest Owner

• Diller owns 8.2% of he outstanding stock and his wife, fashion designer Diane

von Furstenberg owns 5%. With a dual class voting structure, collectively the

two control 72.7% of the voting power at IAC.

• Diller rose from the mailroom of William Morris agency to the top of the

entertainment business. Starting in 1974, He ran Paramount as Chairman and

CEO for a decade before moving to the same title/position at Fox for the next

decade.

• Diller created IAC out of Silver King Communications, where he combined the

assets of Silver King Broadcasting, Home Shopping Network and Savoy

pictures to create HSN in 1996.

• After several name changes, asset dispositions and sales IAC forged a coherent

strategy and demonstrable competitive advantage that is the spirit of the

company today.

• People speak about the “coaching trees” of Bill Parcells and Bill Walsh in

football. In media and Internet business you can do the same w/ Diller.

The Constants

• A diverse portfolio of businesses at various stages of maturity, some of which

bring in cash flow, others which drive growth by recycling the flowing cash

• A rock solid balance sheet with ample liquidity and a lush capital base for future

investments

• A track record of beating the market. IAC has beaten the market by “2.5x since

Barry Diller assumed control in 1995, and also outperformed the market in each

of the past 5, 10, and 20 year periods by at least 2.5x.”

A Philosophy and Engrained Culture

• “Regardless, we’ll continue to look for new areas where interactive technology

can transform an industry, where scale will improve the product, not just the

price, and where we believe we can help a company grow to reach that scale.”1

• “Our thesis has been consistent: we combine operating control, investment

discipline and capital markets expertise with specific category experience, a

permanent balance sheet and a long-term investment horizon to build great

companies. We de-risk our bets in a number of ways. We recruit, guide and

help entrepreneurs avoid the mistakes that we have made ourselves, and

provide them enormous incentive on the upside performance. We encourage

and reward ambition. Operators get more leverage because they can use our

balance sheet and deal experience, and don’t have to worry as much about the

mundane finance, accounting, or other back office functions. Our breadth is

wide enough that we see lots of opportunities, and our scale affords us a

cheaper cost of capital than smaller companies who may compete in a

particular category. Most importantly, unlike many investors, we have

permanent capital, allowing us to operate and invest without a fixed timeline,

and the ability (though rarely exercised) to print our own currency.”2

1-http://ir.iac.com/static-files/65370bef-6e60-41c3-9cd7-e66bd4518ab6

2-http://ir.iac.com/static-files/1fb1c3ff-d062-4c5b-ab7e-2f8dc346ede0

History of Successful Incubation and Value Creation

1-https://www.prnewswire.com/news-releases/iac-announces-intent-to-pursue-ipo-of-the-match-

group-300104753.html

2-http://files.shareholder.com/downloads/IACI/2199328897x0x889889/8E4DCC2D-13E3-4535-BB85-

70C6D3CBD05C/Q1_2016_Shareholder_Letter.pdf

• “As many know from our actions over the last 20 years, I'm not a believer in

simply agglomerating assets in perpetuity. I've long felt that as entities grow

into size and maturity it's healthy to give them separation and independence

from a mother church”1 -- Barry Diller

• “Many companies and management teams will hold on to their biggest

businesses, when those businesses are clear leaders in their categories, growing

nicely and operating at scale. We have generally chosen instead to do the

opposite – consistently giving those businesses directly to our shareholders, run

by their own highly capable management teams and Boards, and in the process

shrinking our job here at IAC. IAC may not maintain an ongoing stake in those

businesses, but our shareholders continue to own each of them.”2 – Joey Levin

Invest in

Growth (New

or Young

Business)

High Quality

Growth Asset

Divest part

with

optimized

balance sheet

at subsdiary

Cash from old

business

Strong

Balance

Sheet

Full

Spin

The Playbook: How to use cash

• Invest organically to grow the portfolio businesses

• Buy partial or full ownership interests in businesses

• Repurchase shares—only strategically when shares are cheap, in large chunks

• Home grown incubation

A Shared History and Shared Resources

• “We’ve spent nearly $4 billion on Google and Facebook in the last decade with

a meaningfully positive return. We’ve built proprietary software (and generated

vast amounts of performance data) that enables us to run millions of ad

campaigns simultaneously, targeted to reach audience for our specific

products across the globe and down to the neighborhood. On the other side,

we’ve generated nearly $12 billion in revenue (over $700 million in 2017) with

Google since we first began syndicating their search advertisements on our

sites, without hiring a single salesperson to speak to their advertisers. As other

forms of “plug-and-play” revenue have emerged such as programmatic ads,

we seamlessly embed these solutions into our products. All of this platform

expertise can be repeatedly deployed and transferred, so that the next

business we build or buy can ramp faster and more effectively.”1

1-http:://ir.iac.com/static-files/1fb1c3ff-d062-4c5b-ab7e-2f8dc346ede0

• It’s a holding company with some operating assets. Is some discount justified?

• Voting control resides almost entirely with 1 person

• Many shareholders & analysts want full spins of the publicly traded subsidiaries

today, but management wants to wait.

• Timeframe mismatch: management is thinking long-term while a lot of the

market focuses short-term

• In February of 2018, amidst market volatility, the value of the stub dropped

precipitously.

What’s in the stub:

• Video:

• Vimeo

• Applications:

• Apalon

• SlimWare

• Publishing:

• Dotdash

• Investopedia

• Ask

• Daily Beast

• New Investments:

• BlueCrew

• Honcker

• JoyRun

Note the power law distribution here: Google at #1 is ~2x

Facebook who is ~2x Yahoo. Vimeo holds strong thereafter.

• Has evolved from a pure sharing marketplace to a differentiated, niche product

aimed at creatives and structured as a SaaS offering.

• “We focused on attracting a community of professionals, outside the constraints

of the traditional media ecosystem, by building a platform that ensured a

beautiful video viewing experience with cutting edge technology. We avoided

interruptive advertising, not simply because of its impact on the viewing

experience, but because it encumbered the creative process. We also provided a

set of cloud-based tools for creators to manage their work (hosting,

collaboration, sharing, and selling) and interact directly with their audience.

Instead of figuring out how to serve a pop-up or interstitial ad at the optimal

level of annoyance, we focused on professional features like encryption,

integrations with other platforms, private sharing, commenting and analytics”1

1-http://ir.iac.com/static-files/7a47b3c6-7879-4fa7-a58a-95d194148be2

1-http://ir.iac.com/static-files/7a47b3c6-7879-4fa7-a58a-95d194148be2

• “Pro and Business solutions account for 27% of customers and provide

nearly 50% of revenue.”

• SaaS offering plays into the marketplace by bringing high quality content

to customers.

• Software suite has been enhanced via acquisition: can now create a

channel with no upfront cost and stream live by pushing a button.

• “Vimeo made terrific progress this quarter growing organic bookings 29%,

the highest in 14 quarters, with market share still in the single digits.” <--Q1

2018, big acceleration from the mid-teens it had accelerated to at the end

of last year. Real traction is happening now with the SaaS product.1

• “We are now able to deliver about $2 in gross margin lifetime value

(subscription revenue less hosting, bandwidth, and credit card fees) for

every $1 we spend on marketing”2

• Company estimates a $15b TAM for SaaS video creator services, up from

$10b estimates last year3

• This year will cross $100m revenue mark on the SaaS business.

1- http://ir.iac.com/static-files/165fea50-d0d2-4715-906c-265f782f29c2

2- http://ir.iac.com/static-files/7a47b3c6-7879-4fa7-a58a-95d194148be2

3- http://ir.iac.com/static-files/1fb1c3ff-d062-4c5b-ab7e-2f8dc346ede0 ttp://ir.iac.com/static-

files/6a3fb336-07b7-49d6-a521-b788cedd0e5e

• Stake in MTCH accounts for ~68% of IAC’s market cap

• First acquired Match.com itself in 1999. Subsequently tucked in OkCupid,

PlentyOfFish, Meetic, Pairs

• Tinder, the major growth engine, was incubated within IAC/MTCH as a native

mobile app. The virality and sensation of swiping left or right is something

entirely new to online dating.

• Each of the brands caters to different demographics. Tinder is especially

popular with younger demos.

• Most customers in online dating use multiple services, for various reasons. Per

MTCH, the average user is on 3 dating sites.

• Large TAM with ~600m “unattached singles with Internet/smartphone access

ex-China.”1

1- http://ir.mtch.com/static-files/4969f909-5c91-4efe-9489-e533adbc4d3e

• The paid service at Tinder debuted in March 2015. Added features offer

unlimited swipes (vs restrictions in the free version), no ads, super likes, more

visibility in who looked at you & capability to control the options you see.

• Most users don’t pay, but paying itself is a differentiator in online dating. The

dating pool views free users as less serious than those who pay. Combined with

added features, it’s a potent force driving revenues.

• The challenge inherent to dating is “success” leads someone to drop out of the

dating pool. Virality of Tinder is a major differentiator with how it lowers the

CAC relative to other options.

• Continue to improve the product with additions like video, location-matching,

messaging.

• Phenomenon is global, not just unique to the US.

Subscribers keep downloading

x

ARPU is growing nicely, with

multiple levers for Tinder to pull

=

Hockey stick growth

• The biggest users of Facebook skew older than those of Tinder. It can be argued

Facebook is pursuing dating to get more engagement from younger demos.

• Leveraged FB for login, but most people have moved off of that.

• People are sensitive about their data w/r/t dating & keep it separate from social.

Young millennials don’t want their dating life tied to the site Grandma spends

half her day on, even if in a standalone app.

• Tinder has led to accelerating revs &

expanding margins

• FCF conversion consistently over 80%

• Repurchasing shares aggressively at

MTCH level after FB day hit

• Debt/EBITDA continues to go down,

driven by EBITDA growth & cash

accretion

• IAC bought into the homeservices marketplace business in 2004. Today this accounts for

49% of IAC’s marketcap.

• HomeAdvisor slowly and steadily added consumers and service professionals to create a

two-sided marketplace

• IAC spent years pursuing ANGI but would not budge from its price. They first offered

$512m in 2015, then again in 2016, ultimately acquiring the company in 2017 for cash and

stock at just north of $500m.

http://ir.iac.com/static-files/c5a36b20-9722-4559-a247-9fad776433de

http://ir.iac.com/static-files/c5a36b20-9722-4559-a247-9fad776433de

http://ir.iac.com/static-files/83419f11-9215-4916-9e3b-a0602d74829c

• Service Professionals bring

customers & customers bring

SPs

• The real acceleration &

evidence of network effect

started in 2016

• Angie’s List is transitioning from a user-paid to a marketplace take-rate

monetization model. The user-paid model was seeing declining revenue.

• Instant connect and instant booking are product innovations bringing more

users to the marketplace.

• “The SP’s we keep generally receive much more from the system than they

put in. Every SP pays around $300 for an annual subscription and targets

spending, on average, an additional $300/month for leads. The average job

size on HomeAdvisor is just over $3,000 and ranges from as low as $500 to

nearly $1 million. Frequently, one job won can justify an SP’s entire annual

budget with us.”1

• “Consumer requests (i.e., demand) for Service Professionals (“SP’s”) are

growing like gangbusters – so much so that we’re hitting some constraints

on the capacity of our SP network (i.e., supply) to absorb that demand.”2

1- http://ir.iac.com/static-files/83419f11-9215-4916-9e3b-a0602d74829c

2- http://ir.iac.com/static-files/165fea50-d0d2-4715-906c-265f782f29c2

• ANGI is being managed to drive growth, not EBITDA. EBITDA is growing and

margins are increasing by virtue of the powerful business model.

• For revenue growth, “…we expect to be in that 20% to 25% range in the

future. Remember, Jason, there is just the simple math of we have the

declining Angie's List business which we bought that needs to stabilize. The

other business continues to grow and will continue to grow. And as that kind

of math works its way through the system, then you'll start to get to that

accelerating growth after this year.”

• Collection of really good businesses

• A strong management team with aligned interests

• A culture, philosophy and process with proven results

• Tools at management’s disposal to create value at the holding company level.

• Management has been explicit in their unhappiness with the market’s implied

value. While not essential for the thesis to work, IAC will eventually take steps to

close the stub discount.

• The 1st step will be a tax-free spinoff of MTCH, though the Facebook setback

potentially pushed that out a little into the future. This is advantageous for

MTCH can repurchase large chunks of shares at the subsidiary level, increasing

IAC’s ownership stake before the eventual spin.

• 2nd will be a spinoff of ANGI, though given where the company is in its growth

curve this could be farther out into the future.

• Continue to highlight the burgeoning value of Vimeo with more meaningful KPIs

• All the while, IAC can repurchase shares in itself.

IAC/InterActiveCorp (NASDAQ: IAC)

Prepared for Wide-Moat Investing Summit 2018, Hosted

by MOI Global

by

Elliot Turner, CFA

Managing Director

RGA Investment Advisors, LLC

E: Elliot@rgaia.com

P: (516) 665-1942

@ElliotTurn