The following table sets forth the computation of basic and diluted earnings per share attributable to IAC shareholders:



	Three Months Ended March 31,
	2018						2017
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Net earnings	$	87,839		$	87,839		$	28,463		$	28,463
Net earnings attributable to noncontrolling interests	(16,757		)	(16,757		)	(2,254		)	(2,254		)
Impact from public subsidiaries' dilutive securities ^(a)	—			(7,442		)	—			(2,430		)
Net earnings attributable to IAC shareholders	$	71,082		$	63,640		$	26,209		$	23,779

Denominator:
Weighted average basic shares outstanding	82,983			82,983			78,193			78,193
Dilutive securities ^{(a) (b) (c) (d)}	—			6,086			—			4,311
Denominator for earnings per share—weighted average shares^{(a) (b) (c) (d)}	82,983			89,069			78,193			82,504

Earnings per share attributable to IAC shareholders:
Earnings per share	$	0.86		$	0.71		$	0.34		$	0.29

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^(a)	For the three months ended March 31, 2018, it is more dilutive for IAC to settle certain ANGI equity awards and MTCH to settle certain MTCH equity awards. For the three months ended March 31, 2017, it is more dilutive for MTCH to settle certain MTCH equity awards. The impact from ANGI’s dilutive securities is not applicable for periods prior to the Combination.

^(b)

If the effect is dilutive, weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options, warrants and subsidiary denominated equity, exchange of the Company's Exchangeable Notes and vesting of restricted stock units ("RSUs"). For the three months ended March 31, 2018 and 2017, 6.8 million and 2.0 million potentially dilutive securities, respectively, are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

^(c)

Market-based awards and performance-based stock units (“PSUs”) are considered contingently issuable shares. Shares issuable upon exercise or vesting of market-based awards and PSUs are included in the denominator for earnings per share if (i) the applicable market or performance condition(s) has been met and (ii) the inclusion of the market-based awards and PSUs is dilutive for the respective reporting periods. For the three months ended March 31, 2018 and 2017, 0.2 million and 0.4 million shares, respectively, underlying market-based awards and PSUs were excluded from the calculation of diluted earnings per share because the market or performance conditions had not been met.


^(d)	It is the Company's intention to settle the Exchangeable Notes through a combination of cash, equal to the face amount of the notes, and shares; the Exchangeable Notes are only dilutive once the average price of IAC common stock for the period exceeds the approximate $152.18 per share exchange price per $1,000 principal amount of the Exchangeable Notes.