(LOSS) EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2020

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



	Three Months Ended March 31,
	2020						2019
	Basic			Diluted			Basic			Diluted
	(In thousands, except per share data)
Numerator:
Net (loss) earnings	$	(182,643	)	$	(182,643	)	$	112,985		$	112,985
Net earnings attributable to noncontrolling interests	(28,397		)	(28,397		)	(24,290		)	(24,290		)
Impact from public subsidiaries' dilutive securities ^(b)	—			—			—			(6,696		)
Net (loss) earnings attributable to IAC shareholders	$	(211,040	)	$	(211,040	)	$	88,695		$	81,999

Denominator:
Weighted average basic shares outstanding	84,839			84,839			83,905			83,905
Dilutive securities^{(a) (b) (c) (d) (e)}	—			—			—			6,435
Denominator for earnings per share—weighted average shares ^{(a) (b) (c) (d) (e)}	84,839			84,839			83,905			90,340

(Loss) earnings per share attributable to IAC shareholders:
(Loss) earnings per share	$	(2.49	)	$	(2.49	)	$	1.06		$	0.91

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^(a)	For the three months ended March 31, 2020, the Company had a loss from operations and as a result, approximately 19.7 million potentially dilutive securities were excluded from computing dilutive earnings per share because the impact would have been anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute all earnings per share amounts.

^(b)

IAC has the option to settle certain MTCH and ANGI stock-based awards in its shares. For the three months ended March 31, 2020, the Company had a loss from operations, therefore, the impact on earnings related to MTCH and ANGI's dilutive securities under the if-converted method are excluded as the impact is anti-dilutive. For the three months ended March 31, 2019, it is more dilutive for IAC to settle these ANGI equity awards and MTCH to settle these MTCH equity awards.

^(c)

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, 2019, 3.4 million potentially dilutive securities are excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

^(d)

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, 2019, 0.3 million shares 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.

^(e)

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; therefore, the Exchangeable Notes are only dilutive for periods during which the average price of IAC common stock exceeds the approximate $152.18, $302.77 and $291.35 per share exchange price per $1,000 principal amount of the 2022 Exchangeable Notes, the 2026 Exchangeable Notes and the 2030 Exchangeable Notes, respectively. The average price of IAC common stock was $207.01 for the three months ended March 31, 2019 and the dilutive impact of the 2022 Exchangeable Notes, which was the only series of Exchangeable Notes that was outstanding for the period, was 0.9 million shares.