0001104659-17-029874.txt : 20170629 0001104659-17-029874.hdr.sgml : 20170629 20170504160223 ACCESSION NUMBER: 0001104659-17-029874 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IAC/INTERACTIVECORP CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2123147300 MAIL ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVECORP DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: USA INTERACTIVE DATE OF NAME CHANGE: 20020508 FORMER COMPANY: FORMER CONFORMED NAME: USA NETWORKS INC DATE OF NAME CHANGE: 19980223 CORRESP 1 filename1.htm

 

IAC/InterActiveCorp
555 West 18 Street
New York, New York 10011

 

May 4, 2017

 

William H. Thompson
Accounting Branch Chief
Office of Consumer Products
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 

Re: IAC/InterActiveCorp
Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 28, 2017
File No. 0-20570

 

Dear Mr. Thompson:

 

This letter includes the response of IAC/InterActiveCorp (the “Company” or “IAC”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) regarding the filing of the Company referenced above, which was delivered to IAC in a comment letter dated April 10, 2017.  For your convenience, we have included in this letter the text of the Staff’s comment followed by the response of the Company.

 

Item 8. Consolidated Financial Statements and Supplemental Data

 

Note 20 — Consolidated Financial Statement Details, page 110

 

1.              In response to comment 5 you indicated that given each of the principal reportable segments had one primary source of revenue you believed your disclosures were consistent with the objectives of ASC 280-10-50-40.  Please support your response by providing us with a quantitative analysis of the sources of revenue for each reportable segment and explain in greater detail how you determined your disclosures were consistent with the objectives of ASC 280-10-50-40.

 

Response: In response to the Staff’s comment, the Company notes that the Company identifies and describes the one primary source of revenue (as well as the other sources of revenue) for each of the Company’s principal reportable segments in Management’s Discussion and Analysis of Financial Condition and Results of Operation and Note 2 to the Consolidated Financial Statements in its Form 10-K for the Year Ended December 31, 2016.  Exhibit 1 is a summary of these disclosures as well as the percentage that the primary source of revenue is to total revenue for each primary reportable segment. Exhibit 2 is the requested quantitative analysis. Given the narrative description included in the Company’s Form 10-K for the Year Ended December 31, 2016 and the significance of the primary source of revenue for each principal reportable segment, which ranges between 99.6% and 81.5% of each respective segment’s revenue, the Company believes its existing disclosures are consistent with the disclosure requirements of ASC 280-10-50-40.

 


 

The Company will continue to evaluate its revenue related disclosures in its ongoing assessment of ASU 2014-09 and currently expects to implement these new disclosures upon its adoption in the first quarter of 2018.

 

Please do not hesitate to contact me at 212.314.7276 (phone), 212.632.9599 (fax) or glenn.schiffman@iac.com if there are any comments or questions concerning the foregoing.

 

Sincerely,

/s/ Glenn H. Schiffman

 

Glenn H. Schiffman

Executive Vice President & Chief Financial Officer

 

cc: Scott Stringer, Securities and Exchange Commission

Gregg Winiarski, Executive Vice President & General Counsel, IAC/InterActiveCorp

 


 

Exhibit 1

 

 

 

Principal source of

 

 

 

 

 

 

 

 

 

 

segment revenue as a

 

 

 

 

% of total segment

 

Excerpt of Form 10-K for the Year Ended December 31, 2016 with respect to revenue earned by

 

 

revenue for the year

 

segment

Principal reportable

 

ended December 31,

 

Management’s Discussion and Analysis of Financial

 

Note 2 to the Consolidated Financial

segment

 

2016

 

Condition and Results of Operation

 

Statements

Match Group

 

Direct revenue as a % of Match Group segment revenue — 87.3%

 

Page 33

 

Match Group’s Dating revenue is primarily derived directly from users in the form of recurring membership fees, which typically provide unlimited access to a bundle of features for a specific period of time, and the balances from à la carte features, where users pay a fee for a specific action or event; with additional revenue generated from online advertisers who pay to reach our large audiences.

 

Page 68

 

Revenue of the dating businesses is substantially derived directly from users in the form of recurring membership fees for subscription-based online personals and related services.

HomeAdvisor

 

Lead acceptance revenue (fees paid by home services professionals for consumer matches) as a % of HomeAdvisor segment revenue — 81.5%

 

Page 33

 

HomeAdvisor’s revenue is derived primarily from fees paid by members of its network of home services professionals for consumer leads and memberships.

 

Page 69

 

HomeAdvisor’s lead acceptance revenue is generated and recognized when an in-network home service professional is delivered a consumer lead.

Applications

 

Advertising revenue as a % of Applications segment revenue — 91.4%

 

Page 33

 

A significant portion of the revenue from our Applications and Publishing segments is derived from online advertising, most of which is attributable to our services agreement with Google Inc. (“Google”).

 

Page 69

 

Substantially all of Applications’ revenue consists of advertising revenue generated principally through the display of paid listings in response to search queries.

Publishing

 

Advertising revenue as a % of Publishing segment revenue - 99.6%

 

Page 33

 

A significant portion of the revenue from our Applications and Publishing segments is derived from online advertising, most of which is attributable to our services agreement with Google.

 

Page 70

 

Publishing’s revenue consists principally of advertising revenue, which is generated primarily through the display of paid listings in response to search queries, display advertisements (sold directly and through programmatic ad sales) and fees related to paid mobile downloadable applications.

 

 


Exhibit 2

 

IAC/InterActiveCorp

Details of revenue by principal reportable segment

Year Ended December 31, 2016

(Amounts in ‘000’s)

 

 

 

Principal reportable segments

 

 

 

Match Group

 

HomeAdvisor

 

Applications

 

Publishing

 

Match Group

 

 

 

 

 

 

 

 

 

Dating - direct revenue

 

$

1,067,364

 

 

 

 

 

 

 

Dating - indirect revenue

 

50,746

 

 

 

 

 

 

 

Non-dating revenue

 

104,416

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HomeAdvisor

 

 

 

 

 

 

 

 

 

Lead acceptance revenue (fees paid by home services professionals for consumer matches)

 

 

 

$

406,662

 

 

 

 

 

Membership revenue and Other

 

 

 

92,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Applications

 

 

 

 

 

 

 

 

 

Advertising

 

 

 

 

 

$

552,346

 

 

 

Subscription (including downloadable app fees) and Other

 

 

 

 

 

51,794

 

 

 

 

 

 

 

 

 

 

 

 

 

Publishing

 

 

 

 

 

 

 

 

 

Advertising

 

 

 

 

 

 

 

$

405,705

 

Other

 

 

 

 

 

 

 

1,608

 

Total

 

$

1,222,526

 

$

498,890

 

$

604,140

 

$

407,313

 

 

 

 

 

 

 

 

 

 

 

Direct revenue as a % of Match Group segment revenue

 

87.3

%

 

 

 

 

 

 

Lead acceptance revenue as a % of HomeAdvisor segment revenue

 

 

 

81.5

%

 

 

 

 

Advertising revenue as a % of Applications segment revenue

 

 

 

 

 

91.4

%

 

 

Advertising revenue as a % of Publishing segment revenue

 

 

 

 

 

 

 

99.6

%