IAC - Q4 2025

Transcript

Operator (participant)

Please note this event is being recorded. I would now like to turn the conference over to Christopher Halpin, COO and CFO. Please go ahead.

Christopher Halpin (EVP, COO and CFO)

Thank you. Good morning, everyone. Christopher Halpin here, and welcome to the IAC fourth quarter earnings call. Joining me today are Barry Diller, the Chairman and Senior Executive of IAC, and Neil Vogel, CEO of People Inc. IAC has published a presentation on the investor relations section of our website today entitled Q4 Earnings Presentation. On this call, Barry, Neil, and I will provide some introductory remarks referencing that presentation and then open it up to Q&A. Before we get to that, I'd like to remind you that during this presentation, we may make certain statements that are considered forward-looking under the federal securities laws. These forward-looking statements may include statements related to our outlook, strategy, and future performance, and are based on current expectations and on information currently available to us.

Actual outcomes and results may differ materially from the future results expressed or implied in these statements due to a number of risks and uncertainties, including those contained in our most recent annual report on Form 10-K and in the subsequent reports we filed with the SEC. The information provided on this conference call should be considered in light of such risks. We'll also discuss certain Non-GAAP measures, which, as a reminder, include adjusted EBITDA, which we'll refer to today as EBITDA for simplicity during the call. I'll also refer you to our earnings releases, investor presentations, our public filings with the SEC, and again, to the investor relations section of our website for all comparable GAAP measures and full reconciliations for material Non-GAAP measures. Now I will hand it over to Barry.

Barry Diller (Chairman and Senior Executive)

Morning, everyone. We had a solid fourth quarter at the company. It was a confident finish to a year that was defined by focus and execution. People grew digital revenue by 14%, defying the expectations of all the digital publishing doubters. People's financial performance amid increasing AI disruption speaks really loudly. AI overviews are now appearing on most of our queries, and we're delivering record results. As I've said before, People has prepared for this disruption for years, and with brands able to travel where the audiences are, not just our sites and apps, but across all social media, news platforms, video, events. We're expanding with a surge of new products and experiences wherever audiences engage. But at its core, our strategy at People is not to rely on the daily grind of conventional digital publishing to propel our future.

As I talked about last time that I was on this call, we're in the process of inverting these iconic traditional content businesses into entirely new consumer businesses, products that stand on their own and revenue streams with stronger immunity against disintermediation. This isn't hypothetical. We're on our way, right now, working through several concepts. At Southern Living, this iconically wonderful magazine that is beloved by its audience and has a product, not a product, but often describes the experience of Southern Living, a particular kind of living that you only get in the South. We're going to introduce Southern Living's Southern Living as a product that we will own and then distribute. At Food & Wine, we're going to do a project with best chefs.

We know the best chefs every place in the world, and we're gonna organize those chefs in a way no one has done before and create a product line through that. At Travel + Leisure, we're gonna do our own White Lotus. After all, we know every great destination in the world. We have the most beautiful pictures of everything that the White Lotus creators would have creamed over if they had access to that in creating different places. So we're gonna do that. We're gonna... Every single one of our books has opportunities for us to essentially invert the process and come up with products and services that we can brand, and then we can promote through our. How many books do we distribute, Neil, a year? Like 350 million?

Neil Vogel (CEO)

Yeah, in the neighborhood. Yeah.

Barry Diller (Chairman and Senior Executive)

In the neighborhood? Why? Did I get the zeros wrong?

Neil Vogel (CEO)

No, no, that's, that's right. That's exactly, that's exactly right. Yes.

Barry Diller (Chairman and Senior Executive)

So, not only do we have that, so we have these books. Adding a page, 2 pages, 3 pages, costs virtually nothing. So we can sell through in unique ways, almost anything that no one else can do. And we've got. That's just for if we wanna do standalone page ads, but we also can do editorial about these products of ours. So if we get, it seems inconceivable to me that we can't take these books that know more about their domains than anybody else, anywhere, until ChatGPT knows everything, and if it does, out of it, long before, we will have figured out new business lines, which you can't disintermediate by AI.

But what I'm saying is, we know so much about all these domains, and we can use that creatively to say: All right, what is possible for us to do out of that knowledge that we can create a new product or service?... I think that is the gold mine of, of, of People in the ensuing years. The other pillar is MGM. And, as we had said, we increased our ownership in MGM. We repurchased more IAC in the quarter. We bought about 1%, I think it is, of MGM, so we could get to 25%, which is an important actual accounting milestone for us. We've bought stock back about $337 million.

In 2026, we're going to continue to evaluate buybacks, as we always do, opportunistically, and we are ever mindful of this huge discount in the value of IAC. We really do have a—I really do believe, deeply believe, we have a real growth engine in People. We are outcompeting anyone else in digital publishing, and with all the headwinds and all the things that happened to digital publishing and publishing in general, that are downsides, for us, every one of them seem to be upsides. That's our different distinction. Anyway, if it ain't obvious, I am bullish on what 2026 has in store, and with that, I'm anxious to get to your questions, and I hope Chris will be relatively brief in his remarks.

Christopher Halpin (EVP, COO and CFO)

Thank you, Barry. I'll start talking on page 5 of the presentation about People's Financial Performance. It was a strong quarter across the board, with the business delivering 14% digital revenue growth, driven by solid execution across all 3 revenue categories: advertising, performance, marketing, and licensing. Advertising grew 9% in the quarter, returning to growth and doing so despite a 13% decline in core sessions. Neil will go in more depth on this front, but this highlights the success of the off-platform strategy and the strength of People's brands amidst AI headwinds. Performance marketing grew 17% in the quarter over the important holiday period, reflecting both excellent execution by Neil's team and the strength of the consumer.

Finally, licensing grew 36%, driven by robust engagement with our content across Apple News and content syndication partners, and the new AI content partnership with Meta contributed a little bit to growth as well. The print segment declined 23% as expected, due partly to $20 million of revenue in the prior period from political advertising, which we flagged previously, and partly to the continued sectoral decline in print. Adjusted EBITDA was solid in the quarter, growing 9% in digital when you adjust for severance expense a year ago, and with incremental digital margins at 26%. Print produced $13 million of adjusted EBITDA in the quarter, down from a year ago for the reason stated earlier, but more than enough to offset $9 million of corporate expenses.

So the fourth quarter capped a solid year, $1.8 billion of revenue, $1.1 billion of that digital revenue growing 10%. Aggregate adjusted EBITDA was $331 million for the year, reflecting the exclusion of the $41 million in gains from lease buyouts and the $15 million in third quarter severance. Digital full-year EBITDA margins were essentially flat year-over-year at 28%. With that, I will hand it to Neil to go deeper into People's strategy and performance.

Neil Vogel (CEO)

Hi, guys. Thanks, Chris. Thanks, Barry. I, too, will go against my nature and be as brief as I can and hit the highlights here. We had a really strong quarter. As you guys all know, the publishing and web ecosystem has been changing dramatically, and we've been working hard to change along with it. The strategies we've outlined to you and have been talking about, they're working. As Chris and Barry said, we had 14% digital revenue growth in the quarter. It's a testament to the strength of the brands, truly the strength of the brands and our team's execution. Key is the diversity of our revenue models and the breadth of the industry sectors in which we compete is also a real strength.

I think importantly, in Q4, alongside our growth, we continued to invest heavily in a raft of new products and services, some of which you can see here on this slide, which I believe is page six in your deck. The new Food & Wine Classic in Charleston exceed our expectations. We had our most successful media cycle in the history of the rejuvenated Sexiest Man Alive franchise, a very important franchise for People. InStyle's popular The Intern social video franchise has become a real blueprint for what we're able to do off platform. We made solid progress, which I'm sure we'll get to in the Q&A, on initiatives we discussed, like D/Cipher, MyRecipes, and the People app, and there's a lot more to come, as BD said.

We are energized, we feel really good about where we are, and we did all this in the face of a lot of disruption. Let's go to the next slide, and we can talk through that. We delivered this quarter in despite of a very challenging environment to core web sessions. Looking at the core sessions, we're down 13% year-over-year on the quarter. The biggest contributor to that is a 50% drop in Google Search referrals over the last two years. This quarter, we also saw a little softness in non-search traffic sources, mainly driven by declines in Google Discover, which is their version of Apple News, which had been a contributor to non-search growth earlier in the year. However, offsetting the effects of core sessions decline is a continued rapid growth in our off-platform and distributed audiences.

You can see off-platform views have nearly doubled in the last two years and grew 43% last quarter, year-over-year. There's real momentum here. This is a continuation of a pronounced shift in our business. We are aligning our efforts and resources to connect with audiences where they are now. We are going where the people are. Our brands have great momentum across everything from Instagram to Apple News, to TikTok, to YouTube, as well as real cultural clout in our tentpole events and our operated properties. The non-session-based growth is underpinning our financial story, and the next slide really gets some color on that. If you go to slide 8 in the IAC deck, this slide clearly shows that our non-session-based revenue sources are now the fastest-growing part of our business.

Again, non-session-based revenue, revenue not based on web sessions, now comprises about 38% of total digital revenue, and it grew 37% year-over-year in Q4. This growth is led by Decipher, our events businesses, creator and social models, including the Feedfeed acquisition, our deep partnership with Apple News and our AI licensing deals. At the same time, sessions-based revenue was 62% of total revenue and grew at 4% year-over-year. We absorbed the declines in Google referral traffic by delivering great premium sales quarter across our brands and showed continued strength in our performance marketing business. The brands are still super strong, and advertisers and marketers are really interested in these brands, both in the new environments and the traditional environments. Look, this is, this is the model for our future.

Strong growth from non-session-based revenue streams, led by our growth in off-platform audiences at Decipher, and executing against our session-based businesses, while absorbing continued declines in referral traffic from Google and other platforms. We're super proud of this quarter. We have a solid model, as BD talked about. We got a lot of seeds planted, and we're excited, and we got a clear path in front of us. We've got a ton to do, but we got the teams, and we think we have a real strategy to succeed. So with that, I will kick it back to Chris.

Christopher Halpin (EVP, COO and CFO)

Thanks, Neil. Moving to page 10, let's talk through performance at our other consolidated businesses. Care saw a 9% revenue declines in the quarter, driven by softness in enterprise, which we highlighted last quarter. Consumer revenue declined 4%, steady with last quarter, and we continue to see the benefits of Care's product improvements, marketing investment, and add-on offerings bearing fruit. On the enterprise side, as employers have tightened their benefits spend, many have adjusted their existing programs, leading to a 13% enterprise revenue decline for the quarter. This decline is exacerbated by some particularly robust client usage and out-of-period client true-ups in Q4 2024. We believe both consumer and total Care revenue in aggregate will return to growth by midyear. Care adjusted EBITDA was excellent at $19 million for the quarter, generating 22% EBITDA margins.

Normalized on a year-over-year basis, profitability was essentially flat, as Care incurred $9 million in legal charges and $2.1-$2.5 million in severance in the fourth quarter last year. Emerging & Other revenue grew 18% and flipped to profitability, with $3 million in adjusted EBITDA. The revenue growth was the output of strong performance at The Daily Beast, where revenues grew 50%, and at Vivian, which grew in the fourth quarter for the first time since Q3 2024 and has regained its momentum. Both businesses were profitable in the quarter, and the year-over-year picture further improved due to the resolution of the legacy legal matter we mentioned on our last earnings call.

Finally, corporate adjusted EBITDA was $23 million, down from a year ago and last quarter, as we continue to reduce our overhead and get back into the mid-$80 million range on an annualized basis. Turning to the next page, we'll talk about guidance. IAC has always managed our businesses for the long term, not on a quarterly basis. At a high level, we will stop providing quarterly guidance, as we do not believe it's productive for our businesses to focus on short-term results, particularly People, as it navigates fundamental shifts in its industry. We want our businesses to remain focused on execution and long-term value creation, and this change also reflects proactive feedback from some investors. As in the past, we make changes to our guidance based on what we believe is best for the businesses and our shareholders.

We will, however, continue to provide annual guidance as summarized on page 11. For People Inc, we expect both digital revenue and digital adjusted EBITDA to grow mid to high single digits for the year. We are forecasting approximately $15 million in litigation expenses this year related to our Google AdTech litigation, which will result in corporate expense exceeding print adjusted EBITDA by that amount. Absent the litigation expense, we would expect them to offset. When rolled up, that produces our guidance range of $310 million-$340 million of total adjusted EBITDA for People Inc. I would note, this range implies digital adjusted EBITDA of $325 million-$355 million for the year, compared to $315 million in 2025.

We are expecting core adjusted EBITDA of $45 million-$55 million, with consumer returning to top-line growth by the middle of the year. Our search segment, which comprises Ask Media, or AMG, a search monetization business, has innovated while navigating a complex and challenging search ecosystem for more than a decade. A reminder that our search segment is managed for margin, not growth, and has not been an area of strategic focus at IAC for a long time, as it has steadily shrunk in size and materiality. As disclosed in our recent 8-K, we are in negotiations with Google, which supplies paid listings to AMG, to extend our relationship, and the outcome of those negotiations will likely determine the future of the business.

At present, we are guiding to a range of $-5 million to $10 million of adjusted EBITDA, and we expect to know a lot more over the next 90 days. Emerging and other should continue to grow top line, thanks to Vivian and The Daily Beast, and we are expecting $0-$10 million of EBITDA there. And finally, corporate expense is expected to be $80 million-$90 million, and we will continue to work to come in at the bottom of that range.... Finally, page 12 summarizes our continued buyback activities. As Barry mentioned, with our purchases since last earnings, we have bought back $337 million of our shares over the past 12 months and reduced our share count by 10%. With that, let's go to questions. Operator, first question.

Operator (participant)

We will now begin the question and answer session. To ask a question, you may press star, then 1 on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star and then 2. Our first question comes from Ross Sandler with Barclays. Please go ahead.

Ross Sandler (Managing Director and Senior Equity Research Analyst)

Hey, guys. Neil, could we go back to slide 8 and the non-session-based revenue growing 37%? Could you just elaborate on, like, what are the key drivers of that line, and how do we feel about that in 2026 in the context of the mid- to high singles growth rate for people overall? Thank you.

Barry Diller (Chairman and Senior Executive)

But Neil, before you do, I just want to say one thing about the growth and people for next year. Yes, we're conservative, and when we come out with guidance, a silly process, but why all of us engage in it, I do not know, but nevertheless, there we are. I would be very disappointed if people did not exceed that number. People has momentum. It is getting... These areas that we're developing are going to take time to develop, but that machine is so well run, and I think it's going to produce more than you are saying in your guidance. So I know you'll all get mad at me, but that is what life is for.

Christopher Halpin (EVP, COO and CFO)

It's a we.

Neil Vogel (CEO)

It's a we. And look, the truth is, we want expectations. Expectations are good. And so Ross, to go back to your question, I think what is fueling that is from a high level, we're going where the audiences are. And if you look back, like, five years ago, and this is going to be probably a longer answer than you wanted, we were like 70% of our traffic was from Google Search. Now it's like 30%, right? People would look at the internet that we compete in, and they would say, "Oh, my God, you guys are, you guys are too much Google. How can this say you're not diversified enough?" We would look at the market and say, "90% of the web started at Google. We're bad at this.

Like, we're not good enough at 70. We should be better." And what that did was gave us a really tight and close view into Google, and we instrumented our business to work with Google, which at the time, was the dominant source. Now, that gave us two skills. One, we realized very, very quickly when Google started to change, and that wasn't going to be the best source. And two, we were very early on it. So what we were able to do 2, 2.5 years ago, is we were jumping up and down and saying Google Zero internally, and what it gave us to do is we developed all of these new skills. And the payoff of these new skills is now.

We developed all these new distribution channels for our content, for our audiences, whether it's, whether it's social, whether it's reaching people through events, whether it's reaching people through things like Decipher. We had a sense of where the market was going, and we're going with it. The audiences are going in that direction, and the advertisers are going in that direction, and we're going in that direction. We feel like we've put together a really, really interesting pool of assets. It's different for every brand to address this. Again, the proof's in the numbers, and we feel really good about what we've done. So that would be my answer.

Barry Diller (Chairman and Senior Executive)

Yeah. Next question.

Ross Sandler (Managing Director and Senior Equity Research Analyst)

Thank you.

Operator (participant)

The next question comes from Jason Helfstein with Oppenheimer. Please go ahead.

Jason Helfstein (Managing Director and Head of Internet Research)

Thanks. Just 2, 2 questions for Barry. First, on M&A, without being specific, but maybe in generalities, what are the types of assets that IAC is interested in? And obviously, we've all read about, you know, speculation of your potential interest in CNN, and if, if that was something, would that be done through IAC or outside of IAC? But just generally talk about M&A aspirations. And then just secondly, maybe, Barry, just review your investment thesis on MGM and, you know, why it felt that that was a good deployment of capital right now, as opposed to saving the capital for buybacks or, M&A. Thanks.

Barry Diller (Chairman and Senior Executive)

I'll start with MGM. It's kind of self-evident. We bought the stock at what dollar level, Chris?

Christopher Halpin (EVP, COO and CFO)

$40 million.

Barry Diller (Chairman and Senior Executive)

No, no, no.

Christopher Halpin (EVP, COO and CFO)

Forty million.

Barry Diller (Chairman and Senior Executive)

No, our total purchase of MGM stock. Our total equity in MGM is how much?

Christopher Halpin (EVP, COO and CFO)

Oh, we bought 1,000,000,003.

Barry Diller (Chairman and Senior Executive)

It's valued at what?

Christopher Halpin (EVP, COO and CFO)

$2.2 billion.

Barry Diller (Chairman and Senior Executive)

So that's the answer to that. That's not the full answer. Yes, we've done very well. We bought it at the right time. We recognized it as something that we had interest in. But since we bought it, and we bought more since that initial purchase, I have become absolutely convinced that this collection of extraordinary properties, 40% of Las Vegas is owned by MGM. The infrastructure of Las Vegas can never be duplicated. Every piece of what they do is something that you can iterate on, that you can improve, that you can innovate without huge amounts of capital, and give people the experience that somewhat actually been hurt in the last couple of years, but by its own hand, I think. It, the

Las Vegas always said to people, "You come here, and there is value here." We've all heard of inexpensive hotel rooms, et cetera. There are some inexpensive, but I think the town really overplayed, gouged, in certain areas, and I, I'm pretty sure that, pretty sure that's gonna turn. Value will come back, the value area of part of the business. We are very much in the luxury part of the business, and that has done well. As we begin this period, I think, of innovation, I think we're gonna turn the town on in a way it has not been turned on, at least in the most exciting way, other than the wonderful Sphere that has been planted here.

So my belief in Las Vegas, in that no one's gonna get between the excitement and entertainment of Las Vegas by any technical means of AI, unless we are all in a simulation and nothing else matters. So that's Las Vegas. Then, we are developing a resort in Osaka, in Japan, only gaming resort of huge, huge $12 billion scale, that it's long dated. It won't come into play until 2029-30, but when it does, it's gonna be one of those golden assets. So I am, I can't if I look around and say, what would interest me in M&A? Would be to find another opportunity like this one. By the way, I haven't found it. I don't think it's on the horizon, by the way.

I don't really think that right now is the time for us to be. I wouldn't. We'd never squander around, but putting, like, bets down on things that are not, that don't, do not have. It's kind of a bromide. You never wanna do it if you don't have potential, but right now, I really don't see anything at a price that would be rational to pay, and I don't see anything that's really particularly exciting. We've got, though. We've got a company that's got people, which I can only overdo, so I'll not do more than I did before, in what I think of the potential of people. We've got MGM, and we've got cash to continue to increase our ownership in both of those.

Yes, an opportunity may come along, but I like the hand we have right now. So that's a long-winded answer. Did I answer the first part of your question? Oh, well, you asked about CNN. I've been interested in CNN for years. I think it's less than 50/50. I'll get the opportunity, but it could, the hand could play that way. We'll know in the next months as the Paramount, Skydance, Warner Discovery, Netflix drama plays out. I suspect that if it happened, it would be on the personal side, not through IAC, but that's really unpredictable at the moment. I think that's the rather fulsome answer to your question.

Jason Helfstein (Managing Director and Head of Internet Research)

Thank you, BD. Yeah, just one point I'd add for investors, great results released by BetMGM today, reflecting the performance there and solidity. So, another leg to the MGM.

Barry Diller (Chairman and Senior Executive)

What I don't get, what I don't get is how you all people, I'm not, you know, I'm not, oh, God, here I sound like that person, God forbid. What I don't understand of the entire investment community is here you have a situation where we invested, not a huge amount, but we invested $hundreds of millions in BetMGM. BetMGM lost, and people were critical of it and for several years, and it took us, of course, it took us some time to get it together. We go from, like, 170, or you can correct me with the exact figures or loss, or a $200 million loss in one year

Jason Helfstein (Managing Director and Head of Internet Research)

Yeah.

Barry Diller (Chairman and Senior Executive)

to $170 million profit the next year. Why doesn't everybody say, "Oh, my freaking God! That is a turn." And this year's projections are much higher than that. Nobody pays attention to it. I truly don't get it, but, you know, eventually, it, eventually, truth speaks.

Jason Helfstein (Managing Director and Head of Internet Research)

Thank you.

Barry Diller (Chairman and Senior Executive)

What you're seeing nationally.

Christopher Halpin (EVP, COO and CFO)

Thank you. Thanks, Jason. Operator, next question.

Operator (participant)

The next question comes from Justin Patterson with KeyBanc. Please go ahead.

Justin Patterson (Managing Director and Senior Research Analyst)

Great. Thank you. Good morning. You're clearly excited about a lot of these transformations going on at People. How scalable are some of these new curated experiences? How do you think that changes your relationships with audiences and monetization opportunities? And, and how should we think about just the investment levels to support this transformation in the AI era? And then separately, just one on Vivian. Bill Kong was recently named CEO. Could you talk about some of his top priorities in that role? Thank you.

Neil Vogel (CEO)

Yeah, I'll go first and, and Chris will go second. So what I would say is the key to our business is we need direct relationships with our audiences and direct relationships with our advertisers. And the things we are most excited about in the business are the things that you highlight, the new things that we've launched. And look, we're, we're-

The roots of our company are 100 years old. So it was not a given we would be great at these things and launching new things, but so far so good. We feel very good about the momentum we have and some of the headline things we've talked to you about. So first, let's just go through a couple of them. MyRecipes, which we launched a little bit less than a year ago, which is a recipe locker, a place to store recipes. I think most of you guys know we're, we are by far the largest player in food and recipes on the internet. We have, in under a year, with very little to no outside marketing, we've got 3 million registered users who've saved 24 million recipes, and we're perfecting that experience.

This is an audience that advertisers love, it's a service that people love, and there is no Google between us and these audiences. It's really, really effective, and it's teaching us a skill set, and this has an incredibly bright future. It's got a great team running it also. You know, we've talked a little bit about the People app with you guys. The People app for us, I think, and I'm not sure if BD has ever brought this up before, the People app can eventually be the hub of the entire People brand. And what we've really focused on with our investment dollars is getting that experience right. So we launched it again, a little less than a year ago. We've got about 300,000 downloads.

Our expenditure has not been on getting downloads made, but 300,000 is a pretty good number. What we're really focused on is engagement and how can we change people's relationship, lowercase p with uppercase P People. And here's the key stat that's interesting, and the thing that gets us so enthusiastic about this. On the web, when someone goes to People's, sort of people.com, People's website, the average visit is two minutes long. If you are in the app, and you open the app, and you start playing around the web experience, which is not anywhere near as good as it's going to get with the plans we have, that's a six-minute duration. So we are 3x the amount of time spent in the app than on the site for typical visit. Then, we launched a bit ago, a suite of games.

We launched something called The People Puzzler, which was historically in a magazine, a crossword puzzle, and we've launched two new games since. These games have been a huge hit. People who are in the app and play a game have a 20-minute duration in the app. So you can see real traction, and you can see maybe subscriptions grow out of this thing. Maybe a big ad business grows out of this thing. Maybe sponsorships do. I'm not sure, but delighting an audience with a great product is great. And what I would say is, the two of these things, building new products is not a skill every company has. We've worked very, very hard at this. We've pivoted a ton of resources away from what we've done traditionally into these two projects, and I'll just...

I'll highlight one more while we're at it, because it's something we're really proud of. At InStyle, we, we've got kind of a hit on our hands, but we do a lot of social first video. And we did a social first video series we're currently doing called The Intern, and it's almost, it's very like, The Office-y. Everyone that appears in The Intern actually works for us and works on the team, with the exception of two people who play interns at InStyle. And it has captured a zeitgeist of sort of like the Gen Z experience in an incredible way.

Barry Diller (Chairman and Senior Executive)

Neil?

Neil Vogel (CEO)

Yeah, sure.

Justin Patterson (Managing Director and Senior Research Analyst)

Neil, when we started doing The Intern, and we do, I don't know, six a season, and we do how many seasons? How many of these do we do a year?

Neil Vogel (CEO)

Yeah, so there's so, so far last year, we've done 7 seasons, but a season is 6 3-minute episodes.

Barry Diller (Chairman and Senior Executive)

Fine. What I'm trying to do is just to educate people. So the first few, First, they cost nothing, but you'd made $50,000 or $80,000 or whatever. Now, I think it's for a given season, you're up to sponsorships at the $500,000-$700,000 level?

Neil Vogel (CEO)

That's correct, yeah.

Barry Diller (Chairman and Senior Executive)

I mean, when you think of-

Neil Vogel (CEO)

So essentially, that's-

Barry Diller (Chairman and Senior Executive)

When you think about that, again, out of nothing, at no real cost, this is done in-house, basically on an iPhone, or it has been done on an iPhone. And they are genuinely funny, and they have reached a genuine audience. That is the-- we, we now have as, as... What Neil has done is redeploying his forces into these new and productive areas with the, with the brands that we have. When you are doing that, and you're dealing with ideation, you create new things that have nothing to do with search, with the issues of, of digital advertising or, or problems with digital advertising. They're their own products, and we are producing them at real scale now. That's really exciting.

Neil Vogel (CEO)

Yeah, and perhaps to wrap on The Intern

Barry Diller (Chairman and Senior Executive)

Enough for now. Enough for now. Next question.

Christopher Halpin (EVP, COO and CFO)

Yeah, let me just cover Vivian. Vivian is a exciting business within Emerging and Other. We announced last week that Vivian founder and CEO, Parth Bhakta, has moved to chairman, and Bill Kong, our COO, is taking over as CEO. Parth has done a great job building this business. It is

Barry Diller (Chairman and Senior Executive)

Okay.

Christopher Halpin (EVP, COO and CFO)

a clinician marketplace.

Operator (participant)

I am not. I'm actually at work right now. Can you-

Christopher Halpin (EVP, COO and CFO)

Excuse me, operator? Operator, the market-

Operator (participant)

The next question comes from John Blackledge with JPMorgan.

Christopher Halpin (EVP, COO and CFO)

Please stop. Operator. Operator, I'm answering a question. Quickly, Vivian is a marketplace that sits between 2.7 million nurses on the one side in healthcare, healthcare staffing agencies and care providers on the other. It is really a great moment. It is the business has returned to growth last quarter after facing some major sectoral headwinds. It is driving forward in taking share, and its AI products, we think, are industry-changing. So Bill is the ideal leader. He's developed across product marketing and other channels and has really performed extremely well. IAC is excited for him to take over as CEO, and it's really about driving our AI products deeper into our customers. Operator, next question, please.

Operator (participant)

The next question comes from John Blackledge with TD Cowen. Please go ahead.

John Blackledge (Managing Director and Senior Research Analyst)

Great. Thanks. Maybe two for Chris. One on the People 2026 EBITDA outlook. At the midpoint of the range, it looks like kind of flattish EBITDA. Can you unpack the guide a little bit, Chris, and how we should think about drivers of EBITDA people this year? And then second question, just on IAC's free cash flow conversion. So you guys got it to 2026 EBITDA range of $260 million-$335 million. How should we think about free cash flow conversion of EBITDA this year? Thank you.

Christopher Halpin (EVP, COO and CFO)

Yeah, thanks, John. On EBITDA guidance, we definitely want to explain this in detail to investors at People. So when you compare 2025 adjusted EBITDA for People to our 2026 guidance, there are two key countervailing trends you need to understand. As background, 2025 adjusted EBITDA, when you remove the $41 million in lease gains, and the $15 million in severance expense, was $331 million. That comprises $315 million of digital adjusted EBITDA, and then an incremental $16 million deriving from the excess of print EBITDA over corporate expense. So $315 million and then a $16 million incremental. In our 2026 guidance, we are guiding to mid- to high single-digit EBITDA growth off of the $315 million generated in 2025.

On the other hand, our guidance assumes $15 million in Google litigation expense hitting corporate. Without that litigation cost, we expect print EBITDA to equal corporate expense. So with the litigation, what you're seeing is a $31 million net swing from 25 actuals to 26 guidance in the relationship between print and corporate. It's that swing that leads the guidance to be in the $310 million-$340 million range and to look flattish year-over-year. At our most important line item in our mind is digital revenue and EBITDA, and that is growing solidly. And as we said before, if you adjust for the Google litigation expense, we are guiding to $325-$355 on digital EBITDA.

Going to IAC adjusted free cash flow, simply, there are four line items between EBITDA and free cash flow that you should think about in your models: CapEx, change in working capital, net interest expense, taxes. CapEx for IAC is minor. It was $20 million last year, probably $20 million-$30 million in the 2026 range. Net cash interest expense is the difference between the interest expense on the People debt and the interest income we make on our cash balances. Last year, it was $64 million of net interest expense. We would expect net interest expense to be around that same number, assuming, you know, flat yields on cash. Cash taxes are minimal due to our NOLs, so that leaves working capital. That was a major use of cash last year due to two items.

One were the lease buyouts that we talked about, north of $40 million, as well as some unfavorable timing, this past year of vendor payments, and receivables. Looking ahead, we don't expect any similar large outflows like the lease buyouts, and then working capital should normalize. So when you roll that up, we'd guide to 50%+ EBITDA to free cash flow conversion across IAC in 2026. Thanks, John. Operator, next question.

Operator (participant)

Next question comes from Corey Carpenter with J.P. Morgan. Please go ahead.

Corey Carpenter (Executive Director and Senior Equity Research Analyst)

Hi, good morning. Thanks for the question. I had two. Wanted to ask, you called out the $15 million spend on, on the Google litigation. Maybe just update us on, on where you're at with that and, and kind of how you're thinking about the range of outcomes. And then, Barry, I think last quarter you talked a lot about also the simplification of IAC. So maybe if you could just give us an update on how you're thinking about that and any progress you've made. Thank you.

Neil Vogel (CEO)

I'll do the litigation thing quickly, and then I'll kick to BD. So again, just to refresh everybody, the lawsuit builds on the government's antitrust case against Google, where Google was found to have monopolized the ad server and ad exchange markets, right? Two major publishers, Gannett and Daily Mail, already sued, and in their cases, the court ruled that they don't need to again prove what the government proved. We expect to rely on that ruling. Again, the costs are about $50 million. Chris has gone in great detail about that. Damages will be proved in this litigation, in this phase. We seek to recover hundreds of millions of dollars in damages. Again, it all depends on where this lands, but we look at this as an investment.

They've already been found to be sort of, again, I don't know the legal term, in violation of these laws, so we'll see where it lands.

Christopher Halpin (EVP, COO and CFO)

No, I think-

Neil Vogel (CEO)

BD, you want to...? Yeah, go ahead.

Jason Helfstein (Managing Director and Head of Internet Research)

It has the potential to land very big. So, as far as simplification, we've been doing this for the-

Barry Diller (Chairman and Senior Executive)

really the last couple of years, as we've cleaned up, many, many things inside IAC, closed, transferred, et cetera, we're gonna continue to do it. We're bringing down our overhead, which we should. Our overhead was large because we had so many businesses that we were responsible for and so much infrastructure. We're now really down to a couple of key businesses. So you're gonna see simplification throughout the year.

Christopher Halpin (EVP, COO and CFO)

Thank you, Corey. Operator, next question.

Operator (participant)

The next question comes from Eric Sheridan with Goldman Sachs. Please go ahead.

Eric Sheridan (Managing Director and co-leader of the Technology, Media, and Telecommunications (TMT) group)

Thanks for taking the questions. Maybe two, if I could. First, with respect to the ad business, any mark-to-market views in terms of the overall macro environment, either verticals or the way in which advertisers are spending their money, brand versus direct response, in terms of how that's impacting the business right now? And then I wanted to revisit the comment you made about the forward guidance in your prepared remarks in terms of maybe going a little bit deeper on what you think it might do to impact the operations, freeing people up to think a little more medium to longer term, and whether the investment community could also expect some sort of at least qualitative commentary, mark to market on a quarter-to-quarter basis. Thanks so much.

Neil Vogel (CEO)

Oh, sure. I'll do the ad market first, then I'll kick to Chris. So I think we do this a lot around here. I think we put the market at a six out of ten, where it is now. It's healthy, remained generally favorable in Q4. It's pretty solid for us. I think particular to us, we have some real advantages, right? Brands matter, and in an AI world where everything is uncertain and everything's a platform and everything is UGC, the strength of brands really resonate. We're in a lot of markets. That helps. Our programs really perform, both the traditional on-platform and off-platform. Our ad relationships are good, and we're very much with some of the new things we're doing, we're in the ads I test.

Not only do we have, like, the real nuts and bolts to deliver, but we've got the cool stuff, too. And it's really helped us. And I think the strongest sectors, and again, I can only really speak to us, but some of this does trickle out to the broader market. Health and pharma has been good for us, travel, tech. Some of the weaker sections for us or some of the stuff you're seeing, macro exposed, like food and beverage, CPG, in a large way, has been very challenged. I'm sure you guys have heard about that. That's really our take. Look, the market right now is good enough for us to execute, and that's our main concern.

Corey Carpenter (Executive Director and Senior Equity Research Analyst)

Perfectly said.

Christopher Halpin (EVP, COO and CFO)

And then on guidance, look, you know. It's a few things. One, there are a lot, especially in People Inc, which is our biggest business. There is a lot of volatility in the underlying market. Neil has talked about everything they're doing to, you know, guide the ship successfully through the choppy waters, and they're proving that out in the data. But stressing about quarter-to-quarter metrics on sessions, individual revenue line items, et cetera, we, you know, we thought we came to the conclusion, it's a long walk for a short drink, and that doesn't necessarily mean downside. We surprised to the upside last quarter with very strong revenue. It's really around head down execution to drive the strongest, best digital businesses.

And we'll do that on with an annual basis and tell you what we're working towards. And then to your point, we will talk or to your other, your second question, we will give guidance qualitatively. Not guidance, we'll give views qualitatively of what's happening in the markets, what's happening in the dynamics and our strategy. Thanks, Eric. Operator, next question.

Operator (participant)

The next question comes from Dan Kurnos with StoneX. Please go ahead.

Daniel Kurnos (Managing Director and Senior Equity Research Analyst)

Yeah, great. Thanks. Good morning. Maybe first for Neil, any directional way to think about sizing or helping us think about Decipher Plus this year? And should we think of, you know, any announcements coming the way that, you know, Roku used Nielsen ACR as a data and conversion layer with Amazon DSP? Or are there any ways that we could think about major partnerships? And then, I guess, for Chris, just on Care, maybe just unpack the growth a little bit, how you think it could trend, you know, over the course of the year, and then more longer, and then longer term, just, you know, what are the aspirations for growth at Care? Thank you.

Neil Vogel (CEO)

I'll go first with Decipher. So we're obviously very excited about Decipher. It's our fastest-growing off-platform business in terms of headcount, in terms of revenue. It's gonna be a big driver for us. Again, it opens up a lot of TAM for us, right? We can do CTV, we can basically target using our data, which is fantastic, the open web. I think to dimension it for you guys, I think we'd say it's, you know, of the growth, the mid- to high-single-digits growth, 2-3 points of that this year will be Decipher Plus. It's got real momentum, and I think we're at a place now where Jim Norton, who I believe, who I know that you know, has really found his footing.

We have a real team behind this, and this is. It's go time on this business, and I think you're gonna see real results in it this year. We're very, very excited about it. Again, it's all about our strategy. We're going where the people are. They're and we're bringing advertisers with us, and we're bringing our content with us, and this is a really big part of it. And Jim's doing a great job. There's a lot of energy around this. Then I'll point to Chris for the rest of it.

Christopher Halpin (EVP, COO and CFO)

Yeah, Angi, the consumer business really was in a multiyear slowdown, partly driven by post-pandemic dynamics and then also driven by challenges or underperformance on the product and in our marketing. We've taken steps, Brad Wilson and team have taken steps on a number of those in the consumer, this consumer platform, starting second quarter last year that we've talked before about. We're seeing the stability in sign-ups. We know our comps, we start to get back to more normalized levels and lap some easier comps starting in Q2. So as we've talked about, we expect to get back to consumer growth mid-year, revenue, and then drive on from there.

And then enterprise, we're working through, you know, some macro challenges, as employers cut back. But there's also, opportunities to grow employers, and new customers that can come in. So our goal is to get back to revenue growth this coming year. We believe we're going to get there and have line of sight. Margins, we feel good about, and the underlying profitability.

On an ongoing basis, Care should be growing 15%-20%, given its market position, given the opportunities in both its segments and, just the ever-increasing need for care, both for consumers, who are really struggling with it across child, senior, adult, pet, and also, employers who are increasingly view it as a base, a base benefit.

Barry Diller (Chairman and Senior Executive)

Let's do the last question, please.

Christopher Halpin (EVP, COO and CFO)

Yeah, operator, last question.

Operator (participant)

The last question comes from James Heaney with Jefferies. Please go ahead.

James Heaney (Senior Vice President and Lead Analyst)

Yeah, great. I think a lot of them have been addressed, but just, maybe just on the slowdown in digital revenue growth, into the mid to high singles next year. Curious, like, any conservatism in that guide, any comping dynamics that you'd call out, driving that? Or, you know, is that more of an organic slowdown? Just, just anything on that, and if, if you can talk about phasing, I know you're not thinking of it on a quarterly basis, but anything we should think about, for the year. Thank you.

Christopher Halpin (EVP, COO and CFO)

Certainly. You know, if you look broadly across 25, digital revenue grew 10%. Our guidance of mid- to high-single digits reflects some conservatism as we continue to navigate, you know, broader search disruptions. As Barry and Neil have said, we feel good about our positioning. We feel great about the robustness of our monetization and the off-platform strategy and the scale of, and freshness of our content. But, you know, we always want to be thoughtful at the beginning of the year on our outlook. So that, that would be the background.

James Heaney (Senior Vice President and Lead Analyst)

Great. Thank you.

Christopher Halpin (EVP, COO and CFO)

Okay. Thank you, James. Thank you, everyone.

Barry Diller (Chairman and Senior Executive)

Thank you all. Nice to be with you.

Christopher Halpin (EVP, COO and CFO)

Thank you, operator. We can conclude the call.

Operator (participant)

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.