IAC - NASDAQ

Good morning, and welcome to the IAC Third Quarter 2025 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Mr. Christopher Halpin, COO and CFO. Please go ahead, sir.

Thank you. Good morning, everyone. Christopher Halpin here, and welcome to the IAC Third Quarter Earnings Call. Joining me today are Barry Diller, 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 Q3 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 call, 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 and in the presentation should be considered in light of such risks. We'll also discuss certain non-GAAP measures, which, as a reminder, includes adjusted EBITDA, which we'll to refer to today as EBITDA for simplicity during the call. I'll also refer you to our earnings release, 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 all material non-GAAP measures. And now I will hand it over to Barry Diller.

Thank you. I'm very glad to be with you all today. I've been talking to investors lately and I more than get everyone's desire for more clarity about IAC's future. With the departure of our CEO and the spin-off of Angi, it's understandable that there are questions about our direction and our future. And I'm going to address those this morning, both in my remarks and in answering any of your questions. There are 2 core parts to IAC today. They're underpinned by a strong cash position and our balance sheet. They are people and our investment in MGM. Broadly, we have been, and we will continue to slim down IAC's assets and our overhead. We'll get lean and crystal clear that People and MGM are IAC until something else wildly compelling comes along. What we want to do is, first, reimagine People Inc. from defense to offense. Second, help MGM's excellent management teams simplify its businesses and change its pitiful multiple. Next, we'll divest our noncore holdings and reduce our overhead and finally, continue to be opportunistic on share purchases -- repurchases. It certainly seems to me that opportunistic is now, as is increasing our ownership of MGM. There's this huge discount in the value of our shares and a mind-blowing discount in the value of MGM. I mean it's selling at an emergency multiple. There's no chance that is going to continue to infinity. Time will correct this, but we won't let time stand still. So let's start talking about People Inc. As for transparency, changing the name from the awkward DDM was a good first step. We are the largest digital and print publisher in America. We way outperform our peers with our brands and our content and our technology. The market narrative says content is dead, given all the AI talk of disintermediation and Google's continuing drive to shrink the revenue it shares with publishers. It's all a giant overreaction, and it ain't our reality. Yes, there's a transition in Search. Yes, we're getting declining traffic from Google. But for some years, we've known these disruptions were coming, and we've been preparing and mastering for this rocky environment. Our results speak to that as Neil Vogel and Chris Halpin will soon detail. If you just play the old game, like most publishers and yes, you're in trouble. We've been doing the opposite for several years now, and we're transferring these great brands built over a century in the old media mold into digital powerhouses. We built out a massive modern content engine behind these brands that allows us to reach consumers wherever they are on our sites and apps, via social media, and news platforms through video, at events, actually everywhere. And for monetization, no one comes close to us. But beyond all that excellent execution from the great people at People, there is the evolution we're conducting beyond the hide-bound publishing industry. What we're going to do is invert the base publishing model. I've used the following examples to my colleagues like what if 5 years ago at Travel + Leisure, which has always had these great pictures every place in the world, covers vacation spots, just some of the best photography and best experiences. What if they thought of White Lotus and produced it? What if our Food & Wine magazine, knowing so much about all that, food and wine and stuff, they thought, why don't we invent Casamigos? Why didn't Investopedia, one of our sites, invent Shark Tank? There's just -- and the other thing is at People, we test an astonishing 16,000 products a year. It's just got to be a pony in that. It goes on and on from there to every property we've got and all these incredible opportunities to invert our content businesses into a whole stream of new businesses. If we get that going, there's really no ceiling to what we can create, and it is to create and not be on the back foot like almost every other publisher seems to be these days. That's what we'll be doing while we continue to execute on the day-to-day grind of today's publishing business. Neil has got more to tell you. But for the first time, since we've acquired these assets, I am giantly excited about their future, frankly, if we spent all our time on this one asset of ours, we can create a giant octopus of owned and operated companies and businesses for the future. All right. MGM, here we're dealing with the opposite of the fear of disintermediation. MGM is a giant hedge against disintermediation. I use that a lot, because it's in the genuine and proper -- because it really is the genuine and proper scare word for the disruption from artificial intelligence. For sure, AI will affect everything other than live entertainment and travel experiences, as there is no simulation that's going to get between MGM and its worldwide customers. Please think on this. These assets can never be disintermediated. Las Vegas can never be disintermediated and no one, nowhere is ever going to build the depth and scale of Las Vegas. It's now and it's forever going to be the entertainment capital of the world. It's got more infrastructure per square inch than anywhere else. Sports, gaming, performances from every big-time entertainer, the best food, on and on. It may ebb and flow given macroeconomic issues from time to time. But it's been a constant build over 30 years or 30 years really when Steve Wynn kind of reinvented the city. Las Vegas is actually almost 100 years old. And MGM's footprint in Las Vegas with 9 resorts is so violently strong that it has zero comparison. Back in 2020 at the height of COVID, we invested in MGM. We bought it right, understanding its extraordinary position in Las Vegas that had a superb management team, exciting digital opportunities and was building a truly most extraordinary resort in Japan. Our expectations have been realized. Revenue rebounded from the lows of the pandemic. Digital operations scaled to profitability and have bought back astounding 45% of its shares. Shockingly, despite all this, MGM share prices declined 29% since the beginning of '22. As management said on the last earnings call, if you back out the value of MGM's publicly traded holdings in MGM China and the value of its 50% stake in BetMGM, everything else in MGM is trading at less than 3x EBITDA. It's extraordinary to say the least, and it will not continue. Think about what we got at MGM. Just think about it without all the gnarling on this and that individual stat, 9 casinos, 40,000 hotel rooms, convention centers at scale that no one else has anywhere, restaurants, hundreds -- 400-or-so restaurants, 120 music halls, arenas, et cetera, upcoming F1 and more sports teams coming along in the next years. It just can't be duplicated anywhere. Our ownership at MGM is now at 24%, and I believe it will increase over time, both by our direct purchases as well as MGM stock purchases. I'm continually awestruck that the stock market seems to yawn, too focused as it always does, I guess, in the short term. But bears point to the economic overhang of Las Vegas after this massive post-pandemic bounce, the 50-50 JV structure at MGM, BetMGM and the fact that Japan is going to take some years before it comes online. When Japan comes online, the only casino in the entire country of Japan -- I mean, can you imagine? Well, all these people naysay in MGM, they're all wrong and time will certainly tell. On IAC capital allocation, which I telegraphed earlier, we purchased an additional $100 million of shares since our earnings call in early August, which brings our total year-to-date purchases to $300 million, which is 7 million shares or 8% or so of our shares outstanding. Our cash balances are over $1 billion and they will be enhanced when we sell these noncore assets. I don't intend for our capital sit idle, nor to be spent on acquisitions at high prices and speculatively questionable concepts. We've been inventing and building businesses at IAC for over 30 years. We had a greenfield for decades in Internet and e-commerce. That period has pretty much ended, but it doesn't take a birdbrain to be sure there are going to be opportunities in the future and in our future. But I'm patient. Well, I'm not really very patient about almost anything. But I'm cautious now of the pricing of assets, and I've got no intention of splurging. And if needs more saying, I will say it again, People and MGM have enough opportunity to fully engage us. So now Neil Vogel will give you more detail on People Inc.

Thanks. Hello, everyone. I share BD's confidence and optimism around our business. We had a strong quarter. It was our eight consecutive quarter of digital revenue growth. The 9% digital revenue growth in Q3 was the second quarter in a row at 9% and high end of our guidance range. We've talked to you guys a lot about what drives our performance, and it remains consistent. Our performance resulted from 3 things: our iconic portfolio of brands, the scaled audiences we've built, and our superior execution around those 2 things. We've continued to focus, as we said we would, on diversifying our sources of revenue and audience in the quarter. And you can see the evidence of that and the strong results in our licensing and performance marketing revenue streams and our continued extremely strong off-platform audience growth. We've got real traction, and we're excited about it. Even with our investments in the quarter, we saw improved profitability, $72 million of digital EBITDA, 27% margins and 26% incremental margins around that. And we're positioned to grow as we evolve the business. And as BD said, we're doing this on our front foot, not our back foot, and we feel very good about that. So going to the next slide. Our core asset and advantage is our iconic brands. These are incredible brands with real gravitas, real cultural resonance and real history. People, Food & Wine, Travel + Leisure, household names. And each has scale that puts us near the top in audience size or at the top in audience size of every category that we participate. Fun fact, we reach over half the U.S. population each month with our assets. And importantly, for our brands and the type of content we do in an era where content feels increasingly artificial and manufactured and is, in fact, increasingly artificial and manufactured. We are authentic. And our audiences want more of what is authentic. You see it in our growing audiences, and we see it in the responses to our offerings. We have a real relationship between our audiences and our brands that's been built over decades. That is the core, and that is the underpinning of the opportunity to grow the medium business and do a lot of the things BD talked about. So if we go to the third slide of our presentation, an important concept is we are where audiences are and where audiences are going. Diverse sources of audience have become a real strength of ours and have been a real focus of ours for a longer time than it's been sexy. We've -- what we've been doing across audience categories is exactly what drove our growth over the last 8 quarters. And let's talk about our different categories, just so everybody understands what we do. The first is sort of the left side of the slide, which are owned and operated assets. These are assets obviously we own, they're scaled, it's diverse ways to reach audiences, everything from events to websites to e-mails to our direct-to-consumer properties. Off-platform, where our content lives on other platforms and increases the value of those platforms. It is where audiences are increasingly online and we're there with them. Apple News, YouTube, TikTok, our recent Feedfeed acquisition we'll talk about, et cetera, et cetera. And then the third category is addressable audiences. An addressable audience for us is how can we take our assets and our skills and extend them across the open web. What -- and we do that with something called D/Cipher, which we've talked a lot to you guys about. We can leverage our trove of proprietary first-party data around consumer intent and use that to target ads not only on our sites, but around the web. Our ads perform in a superior way to almost anything we can find online, and we can extend that across the Internet. This allows us to 4 and 5x the addressable market for our ad products and unlocks the ability for us to target CTV as well, which we're very excited about. D/Cipher is our fastest-growing product by revenue growth, our fastest growing by investment. Since its launch, it has grown every quarter sequentially and we're excited. It's going to be a meaningful contributor in 2026 and really expands what we can do with our audiences. Slide 4 outlines our audience trends. And let's specifically talk about changes in Google Search traffic and what that has meant to us. As you can see from the first chart on the left, and this is the first time we've shared this, the rise of AI overviews on the Google Search results page for searches that we compete has been rapid and dramatic. Google Search as a traffic source for our core brands has gone from 54% of our traffic 2 years ago even more than that, if you go back to the time we put Dotdash and Meredith together to 24% of our traffic this past quarter. The good news, and this is the good news is we've maintained our scaled audiences despite this because we were prepared for it, as BD said. We were very early to recognize changes in Google, and we are very early to recognize AI, and that is why every other meaningful source of traffic has increased for us over the past 2 years. We expect the Google Search challenges will continue, but believe our strategy and investments are going to enable us to maintain our overall growth. If you look at core sessions, as we mentioned at the Goldman conference a bit ago, we expect it to be down this quarter in the range of 4% to 6%. We're down about 6%. That was due to some tough comps. We lapped the Olympics last year and the lead up to the election and obviously, the Google challenges. This is the primary reason our ad revenue declined 3% in the quarter, which was very much volume-related, not rate-related, but we expect to return to growth in Q4 despite continued pressure on Google sessions. And off-platform use has been a bright spot. Again, it's something we've been focused on for a long time. And again, I can't say this enough times. It is where consumers are and it's where consumers are growing, off-platform audiences accelerated 66% year-over-year. Over 1/3 of this quarter's revenue is not based on user sessions and this is our fastest-growing revenue stream at 16%, our fastest growing -- faster growing than the sessions-based revenue. And I want to talk a little bit about our Feedfeed acquisition. Feedfeed, as I think most of you know now, is a leading food influencer network. It's the first time we have bought a capability and not just a media property, it just shows our focus on how we're going to monetize audiences off platform and how we're going to play in an influencer marketplace, which is increasingly important as a media mix, particularly when selling to advertisers. Social advertising is the fastest-growing sector, digital, and this really put some wind in our sails in that area. And we go to the last slide, we can talk about our execution, where we go from here. The first thing we should probably talk about is a bit of news that was in the release last night. Our AI conversations are heating up. As you saw in the release, we have an agreement with Microsoft to be a launch partner of what they're calling their publisher content marketplace, it is essentially a pay-per-use market where AI players directly can compensate publishers for use of their content on sort of like an a la carte basis. As we've said, we intend to have a seat at the table as these content markets develop, and we work directly with Microsoft. We are physically in the room with Microsoft, helping to concept this marketplace. The really interesting thing about this is Microsoft has committed to paying for content to support its AI efforts and Microsoft's Copilot is going to be the first buyer in this marketplace. It's a very strong endorsement of us to be in the room with them and a very strong endorsement of the publishing marketplace and the value of content to make AI that is of high value. If you zoom out a little bit and you take a look at the broader AI deal landscape, which is obviously of great interest to us and to many of you guys. There seems to be 2 types of deals happening in the world, sort of like this deal, the a la carte Microsoft type deal, which is a marketplace, a vibrant marketplace where people can buy content as they need it, or broad use deals like we have with OpenAI, kind of the all-you-can-eat deal, where people can access our content as much as they would like. We are very happy in either model. Both can be viable as long as our content is respected and paid for. We can work in either model. Now let's briefly talk about where we're focusing and we've talked about this on past calls as well. We are doing 2 things. We're trying to connect directly with our consumers and we're trying to connect directly with our advertisers and our marketers. In key investments and growth initiatives, we have a deep pipeline, again, as BD alluded to, of direct-to-consumer ideas that we are going to be trying, running down, and we're very excited about them. We call it inversion ideas around here, but these are new ideas, harnessing the power of our brands. We've done some of this already. We've discussed MyRecipes and the People app. We recently launched something called WeReview, which is a new commerce offering based on our great commerce relationships for product categories that our brands don't typically cover. And we've got real momentum around these direct-to-consumer properties. We're also very focused on editorial tentpoles that can drive multiple revenue streams, we just launched something called Red Plaid Café at Better Homes & Gardens, and most of you have heard of Best New Chefs and Travel + Leisure World's Best and Food & Wine. Moving down the page, we talked about Feedfeed. And off platform, we talked about D/Cipher and all the different networks that our content lives. And to close, we've made some hard decisions this past quarter. We laid off about 6% of our workforce. We did that essentially to free up capital to make all these investments and to be very mindful of our profitability goals. So to close, we had a strong quarter. Our brands are great. Our audience are strong. Our execution has been pretty good, and we got all the ingredients we need for a bright future. I'll now turn it over to Chris.

Thanks, Neil. I'll be efficient so we can get to Q&A, but there was some expense noise in the quarter, which on first blush cloud's results we were quite happy with. Just turning to Slide 11. Let's quickly walk through People Inc.'s third quarter financial performance. As Neil said, we realized 9% digital revenue growth at the top end of our previous range. Strong growth in performance marketing and licensing offsetting decline in advertising revenue. I'm sure we'll talk about that more in Q&A. Focusing on profitability. These numbers are pro forma excluding the 2 major onetime impacts in the quarter. $15 million of severance expense deriving from People Inc.'s reduction in force and a $5 million favorable gain for the buyout of a lease on attractive terms as we rationalize our real estate footprint. Reconciliations for both these onetimers are in the appendix. Digital adjusted EBITDA grew 9% pro forma in the quarter to $72 million. Incremental margins were in line with total margins. Continued cost management in the print division led to only a 10% decline in adjusted EBITDA and a 15% revenue decline, which we are happy with, and corporate costs declined 15% pro forma. So in aggregate, excluding the 2 onetime items mentioned before. People Inc. produced $75 million in adjusted EBITDA in the quarter, above the high end of our previous guidance range, which had specifically excluded the impact of severance. Looking forward, we expect digital revenue growth in the 7% to 10% range and the usual strong adjusted EBITDA margins in the fourth quarter. For the year, we've slightly lowered the bottom end of our adjusted EBITDA guidance range to $325 million to $340 million. Note, this excludes both the $15 million in severance and $41 million of lease gains year-to-date. The wider reflection under -- reflects -- the wider range, sorry, reflects some uncertainty around the continued disruptions in Google Search as well as approximately $4 million of legal expenses for our ad tech litigation at Google. The timing of this litigation has accelerated due to favorable judge's decisions and we view this spend as worthwhile given the magnitude of the sought damages underlying our claims. But it will have a negative impact on profitability in the fourth quarter this year and going into next year. Turning to Page 12. We wanted to highlight some large onetime items that impacted the quarter beyond those at People Inc. Care's profitability was impacted by $3.5 million of nonrecurring charges deriving from a lease impairment and severance. Additionally, our Emerging & Other segments swung to negative $20 million of EBITDA this quarter driven entirely by $21 million in legal expenses for litigation that concluded in the quarter related to a legacy business. We had included costs for this litigation in our guidance, but the final costs increased over prior estimates. Importantly, we would note that the total expense for this legal matter for the year were $34 million that future expenses related to the matter will be negligible and that the rest of emerging and other is profitable. Going to our company's Care as mix performance. Good news is consumer continues to return to growth, great work by Brad Wilson and team on product, marketing, and we're seeing improvement in sign-ups and retention. Unfortunately, enterprise business has slowed significantly over the past few months due to employers tightening their spend with Care. For the fourth quarter, driven by those enterprise pressures, we expect 7% to 9% revenue declines in Care. We expect consumer and have line of sight to return to growth in the second quarter next year and then the whole business to grow in the back half of the year. For the full year, we're modifying our adjusted EBITDA range for Care to $45 million to $50 million reflecting the aforementioned $3.5 million in onetime severance and lease impairment costs as well as a little bit from enterprise revenue headwinds. And then finally, turning to Page 14. As Barry said, we bought back $100 million in the quarter. We bought back $300 million, about 8% of the company year-to-date. As Barry said, buybacks continue to be a core part of our capital allocation strategy and our shares at present would seem to be even more attractively priced than earlier this year and there's a high bar on M&A. With that, let's go to Q&A. Operator, first question, please.

The first question will come from Dayton Helfstein with Oppenheimer.

Barry, nice to have you on the call. I was going to ask about your current thinking on MGM's valuation, what the market is missing, but I think you've covered that pretty thoroughly. So I guess it's really, I guess, why would an investor want to invest in MGM through you? Why wouldn't they just buy it directly, intellectually wouldn't it inherently trade at a discount, like under IAC, and I guess you'd say, that's -- you get it cheaper if you buy it through IAC, but then over time, how do you close the discount and obviously, the Arab community is involved here and they find ways to make money. But I guess -- it just feels like fundamental investors are struggling with the IAC stock with MGM just such a big piece of the value. You can look out the stock trades. It literally mirrors the MGM stock price. So that's question number one, I guess, is just like what you can do to get kind of IAC to separate from the performance of MGM. That's question one. And then question do, Chris, how should we think about the onetime expense cleanup in 3Q? Is there more to come as far as in the P&L? Or should we think about just the numbers should be clean going forward?

Well, I mean I don't think the issue is separate from MGM. As I said before, IAC is now will be primarily People Inc. and MGM. One, by the way, is, as we talked about, we are -- this, I believe, and increasingly going to become this publishing content and businesses that come out of that. And I would think any acquisitions we make, I wouldn't say any, but certainly, acquisitions in line with that, we just made a very small acquisition, but a good one, I think what was it? Total purchase price was?

We didn't disclose it, but not material.

Well, fine. So like around $10 million, whether we disclose it or not. There it is, disclosed, Neil. But, acquisitions in line with where we're kind of inverting this publishing business where we're going to create new businesses out of publishing. So that's kind of -- that is in the world of disintermediated media that I think we're going -- we are dodging it better than our competitors, and we're going to continue to dodge it on that side of it. And then we've got this absolute undisintermediated asset of MGM. The one is -- I wouldn't call it a hedge against the other. But there's -- you can certainly go out and buy MGM but if you buy IAC, you are getting our ambitions in publishing and you're getting MGM. And I think that, that is a very good balance. I don't think that's going to hold forever. I think new things are going to come out of that over time. But it is what it is. Well, you can buy MGM on its own, as they say, we're a twofer.

Yes. I think the -- I'll just quickly add to that, you are owning MGM, in our view, even cheaper through -- buying it through IAC than owning MGM. We fully support you buying MGM directly. We think both stocks as Barry said are outrageously discounted. But within IAC, you're getting as evidenced on the first slide on our private assets, all our holdings, People Inc., Care, Vivian, our little search business that keeps chugging, Daily Beast and other holdings at a discount at a negative value. So embedded, you have even more value upside and optionality in the IAC stock if you believe in MGM. With respect to the one-timers, and we do feel like we cleaned up a ton this quarter. we don't expect the severance or at least gains, we don't see anything of that continuing at People. We'll always be optimizing our cost structure, but large onetime charges at People, we see a clean path forward. Care, the lease impairment and severance there were onetime. And then on the emerging and other legal case, that is fully behind us. And as we said, we expect any future costs associated with that to be negligible. We also had an adverse ruling on a real estate dispute that showed up in other expense and income, and that was settled through previously escrowed funds. So we really cleaned up a lot in the quarter. Looking forward, the only thing in my mind that I'd highlight would be the Google litigation, where we said we're spending about $4 million this quarter and expect to spend a little bit. But in that case, we are plaintiff seeking damages. So again, it's what we believe is an ROI...

And the range of damages, potentially.

We're seeking hundreds of millions of dollars in damages.

Yes, from any point of view that we've looked at, we went into this and said, is it really worth it for us to do it. It was almost as if, because I don't like lawsuits, if we actually couldn't have done it, I wouldn't have done it, but we had no choice. There are hundreds and hundreds of millions of dollars that are potentially to be gained here.

The question will come from Cory Carpenter with JPMorgan.

Maybe for you, Neil, just thanks for the background on People. You had a busy quarter, the risk, the Feedfeed acquisition, the Microsoft AI deal. Maybe pulling all together, just latest thoughts on the state of the business and what this indicates about your kind of view on the future, recognizing you covered some of that already. And then I want to follow up on the People litigation, which you just referenced. What's the update on that, Chris, I think you mentioned there was another ruling that has indications that came through recently. So how should we think about that going forward?

I'll go first, and then I'll pass it to Chris. I think in aggregate the things you mentioned are all reasons for confidence and optimism. The first is the Microsoft deal, which we talked about the mechanics of it. But I think what it is, is an indication that these deals are happening now. this summer, we started to block AI crawlers. It was very effective. It brought almost everyone to the table. I expect, and I think the punditry also expects there will be more deals happening. Hopefully, we'll have some news for you over the coming months and quarters over deals, that could be both sort of the all-you-can-eat deals, any a la carte deals. So we feel very good about that. And the value of our content is becoming clear to people. That is very important. Second Feedfeed is just an evidence of how well we're doing off-platform and how important that is to our future. We're going to continue to look to ways to monetize these audiences. And I think it's worth noting, and it's something that Chris has talked about before. Our relationships with platforms like Instagram and TikTok and YouTube are very different than our relationship with Google. Google, took and use our content and then had to send traffic out to us, right? So there's an inherent conflict built into that, that they lose value in theory when they send us traffic. These other platforms, our content makes better. We make excellent content, excellent video. We have very close relationships with these, and our content makes these platforms better. So the state of the relationships and nature of the relationships is stronger, and it allows us to do things like Feedfeed, and I think there'll be more things like that in the future.

And then on litigation, just to give the background, the lawsuit builds on the government's antitrust case against Google from an ad tech perspective, where Google was found to have monopolized the ad server and ad exchange markets, harming online publishers. We, Dotdash and Meredith combined into People Inc. today are and were one of the largest of those publishers who were harmed. And we, like several other publishers, brought suit to hold to Google accountable and recover the lost revenue resulting from Google's anti-competitive behaviors. Now damages will be proved in the litigation, but we seek to recover hundreds of millions of dollars and damages. And to your question, Cory, you likely saw the recent ruling in favor of the Gannett and Daily Mail cases where the court ruled that the publishers in those cases don't need to prove again what the government has already proved that Google engaged an anticompetitive conduct. Just what are the specific claims and the damages there. The timing of our case was accelerated by our judge, which we view as a positive. So we now expect to spend about $4 million in the quarter and continue to spend in the coming quarters after that, total magnitude of spend or the pace of it is hard to predict. We'll keep you guys updated. But we believe, as Barry was saying, the spend is more than warranted by the opportunity to recover significant damages we believe we're owed.

That is demanded, given what's there for the -- given what the government has already found, it's not just a question of saying, totaling up all our stuff. And I think just sending out checks, but I simplify things. All right, let's go on.

Next question will come from James Heaney with Jefferies.

Just can you give us an update on what you're currently seeing in the macro environment so far in Q4 across the different IAC businesses? And then I had another one.

I think just the macro environment, everything is good at the middle and upper end, not so great at the lower end. And you can make any prediction you want about what's going to happen in the future. But -- it's been this for a while. Again, for exogenous event, I suspect that will continue for a while.

Yes. I'd say if you look at our performance marketing and credit to Neil and his team, but it's growing strongly. The consumer -- the U.S. consumer is hanging in there and spending. It is skewed to the high end. On the Care enterprise side, we have seen corporations belt tightening, probably due to a bit to reducing head count and also due to pressures on health care costs and others. So we have seen some pressures on the corporate benefit side. But broadly, things seem, in the macro economy seem pretty good.

Yes. I mean I'll just add one thing. I think looking at the ad markets in the macro sense, I think it's in line with what BD said. I think if you had a 10-point rating scale, they're probably at 6, healthy moving ahead, but there are challenged categories. The challenged categories aligned with what BD said, CPG, food and beverage, there's real momentum in some of the higher-end categories like travel and tech and some other things. But I think the ad market is solid, not fantastic, but solid.

I can tell you for travel...

And maybe just -- sorry, go ahead.

No, I was just going to add. I'm also involved as the Chair of Expedia and Expedia in the general travel market with some exceptions, Canadian travel to the U.S., some other little things, but Travel is exceptionally strong. And we've been double-digit growing at Expedia now for, I don't know, 12 quarters, and it only accelerates. So anyway, enough on all that. Next question.

And then the second part of my question was just around capital allocation going forward. We saw the $100 million buyback in the quarter. Curious how to think about that going forward as you kind of think about potentially M&A or other uses of cash?

Well, I mean, I kind of think I talked about that. I don't know what we call it, a signal or a giant flag, green flag going down or saying, we're opportunistic. The opportunity is now. We're going to be buying stock in IAC. We're going to be buying stock in MGM. That's what we're going to do with our capital at this point as far as acquisitions go. I've said before, I said it earlier, a lot of things are too pricey. And we're not anxious. We're always interested. We're always curious. We're always digging around and seeing what's on the -- what's around the next corner, which we've been doing fairly interestingly for 30 years. I expect there'll be more of that, but I ain't out there banging at things that are overpriced, of which many are. We are wildly underpriced. So I want to stay on that track.

Your next question will come from Eric Sheridan with Goldman Sachs.

Maybe 2 with respect to People Inc. Can you talk a little bit about the building blocks of growth, both the headwinds and the tailwinds that you're seeing with respect to digital revenue that inform your forecast for Q4 and how we should be thinking about those broadly going into '26 and the second part of the question that maybe feeds back into it would be how should we be thinking about the growth trajectory of off-platform traffic and revenue for People Inc. and the resulting margin impact from that traffic and revenue going forward?

I'll take a crack at the first and then I'll hand it over to Chris. I feel like going forward, I think we're in a pretty good position. I think we expect a solid Q4 despite the session challenges. The session challenges is what I would say is the primary headwind in the business. Ads will improve. We're a very good sales team. We have very happy clients. We have very good premium sales, off-platform is going to improve. D/Cipher is going to start to kick in. Commerce will continue to be strong, although due to the timing of some payments, it might not be as year-over-year strong in fourth quarter, licensing continues to perform and be strong. Our brands are really resonating. They're resonating on our own assets, including a lot of the new stuff like People app and the events we're launching and all this other stuff, they're still resonating with sessions. It's still a big number, even though it's not growing. And again, it's really working off platform, and it's really working in all these other places. So we feel really good about the formula for Q4. I think it's going to be the same formula for 2026 roughly. The mix is all going to change. Again, I think in 2026, you're going to see real improvement -- real growth, not just improvement in D/Cipher+, and some other things and get some real traction on some of these new things we've launched. And we'll go to Chris.

Yes. And to talk about margins, there are multiple different components of our off-platform traffic, including Apple News+, social media, as Neil said, D/Cipher+, they have different margins, but I think for simplicity and this is, in many ways, probably a modeling question that you guys would have as you forecast higher growth in off-platform. For simplicity and conservatism, incremental digital EBITDA margins on off-platform, you can assume are neutral to slightly accretive to our aggregate annual digital EBITDA margins of plus/minus 28%, 29%, maybe a little more. So I would think of it as around 30%, maybe a little bit more of incremental digital adjusted EBITDA margins on off-platform and then on platform, as we've said before, is higher.

Next question will come from Ross Sandler with Barclays.

Great. Just following up on that last question, Neil, like there's some crazy forecast out there. I think Forrester just put something out that said Open Web display is going to decline 30% next year because of the shift to Gen AI. I doubt that's what's going to happen. But as you're talking with agencies and brands about outlook, what are you hearing? And how should we think about the context of People growth relative to the industry in '26. And if we strip out like the impact from Google, which is down to mid-teens of revenue from that traffic, is the rest of People going to grow in line, faster or slower than the broader Open Web display industry?

What I'll say is we are not hearing down 30%. We -- again, we are the biggest publisher in America. We have scale. We have terrific brands. We have a history of ad performance. We have great assets. We're launching a whole host of new things. There's a lot of energy around everything we're doing from events to off-platform to influence things. So we're actually hearing the opposite. There's a lot of energy around our business and our ability to reach audiences. I can't speak to the long tail Open Web, I don't know where this information comes from, but it is inconsistent with what we are hearing. Look, we feel pretty good about next year. And I think when you get the mix of brands and trust and the new things we're doing and our history of performance and our history performance for advertisers, I think we're much more likely to be share takers in this market than anything else.

We have been, and going to be. I mean, you can narrow at this or that little stat or that, whatever. But this business, for the last, I don't know, how many quarters that we've been growing, and despite everything that has been thrown at it, this People Inc. and this group that Neil has -- and how many people you got in this thing?

3,500 plus.

I mean, they've been executing just in such an outstanding way through this while at the same time, we're going to build new businesses inside and out of all the content we produce and all the knowledge that we've got in almost every sector. How many books do we publish?

I mean we've got 40 brands. We're actually in print. We have 6 books still in print.

How many print?

6.

How many...

More than 200 million actual books get printed a year.

Right. That sit on People's tables that -- you look at Southern Living, which I see all over -- just been in the South. I was in Savannah last weekend. It's all around. Every place you go, you see Southern Living, it has such great influence, but not only from the south, but beyond it. So you've got all these things cooking. And as you say, I don't know, how do you say it any better. You say you're confident the fourth quarter and your projections for next year are solid and good. Plus, we're building all these new businesses. It seems to me like pretty good.

Next question will come from John Blackledge with TD Cowen.

Two questions. First, could you talk about corporate costs and how we should think about trajectory into the fourth quarter?

I can think about corporate costs going lower.

Keep going, John.

Yes. In the fourth quarter in 2026. And then second question is, how should we think about the timing of slimming down the IAC's assets? And should we consider everything outside of people and MGM is noncore?

Okay, Chris, you don't want to answer.

On corporate overhead, we talked about how we've been rationalizing over the year. Right now, we're at a run rate of basically $22 million to $23 million on a quarterly run rate basis. That is -- there's a little bit of onetime noise in the last quarter that we're still working through. As we've said before, Q1 was highly elevated due to spin costs, CEO separation, et cetera. We expect to be in the mid-80s range from there and we'll -- next year, and we'll continue to look to rationalize costs.

Yes, it's going to come down. What was the second thing?

Just the approach to exiting or strategic...

Look, we're not going to do it, dumbly. I mean we're going to get good prices for everything that we've got. But we are going to -- anything, frankly, other than really -- other than not really, other than MGM and People, those are the core, right? No more. So -- and we've got several other businesses that have real value in them.

Yes. We know we have strategic assets and we receive inbounds from time to time.

So timing, 3 months, 6 months at the most. And then we'll probably have another, I don't know, $1 billion or so of capital.

Well, we're not going to speculate too much, but we will...

I said around that. I just speculated.

Your next question will come from Dan Kurnos with The Benchmark Company.

Chris, can you maybe just talk a little bit about on the run rate savings from the RIF. How much do you expect to reinvest, how much will flow through to the bottom line? And then Neil, I guess, sort of a 2-parter. I've asked you before a lot about communitizing your properties. Obviously, Feedfeed looks like more of a move in that direction. And I still think people don't get the value of the off-platform interactivity that you're building. So is there a way to throw more gas on that fire and are there any creative new channels to expand distribution on?

I'll do savings first. So we said it's about $60 million of run rate savings. I think you can think about half of that being realized in profitability and margins than half being reinvested in high ROI digital activities. We've called out previously the drag on our incremental margins that have been occurring Q2, Q3 with our investments in D/Cipher+, MyRecipes and People app, et cetera. So we do have these investments we can make as well as content. We're conservatively saying we'll reinvest about half as we go, but we'll be thoughtful as we look at the performance of the market and our growth to make sure we drive profitability and margins using the RIF savings.

Yes. So I think your question is how do we pour gas on some of the off-platform stuff we're doing. And what I would say is we're really focused on doing that. Our brands are uniquely permission to play in these places. People love them. And again, I go to, in a world where things are fake and artificial and no one know who's made what. When you see things from our editors, our influencers, our brands on social. The response is great, and the stats of them are great. Like for instance, last night on Jimmy Fallon, we announced this year's Sexiest Man Alive, the 40th Sexiest Man Alive. That will be...

Who is it?

Jonathan Bailey from Wicked. I think it's a great choice. I wanted to take an [ Barkley ], but they gave me...

You guys were 2 finalist, I wasn't in the running.

But -- so -- but where you will see that today is there will be so much in and around social on that from just a simple release to almost like reality type event type buildups for how we got here. Another great example of what we're doing is in, InStyle, we launched a series as we called it, The Intern, which is like a mock reality show, 3-, 4-minute episodes. We are getting millions of use per episode on this, and it's a bit of a phenomenon among like the Gen

Your next question will come from Youssef Squali with Truist.

This is Robert on for Youssef Squali. Just one, sorry if I missed this. Curious what the deal with Microsoft looks like, how long it's for and the unit economics there. And any prospects for new deals on any of the other businesses?

I'll answer it as quick because we already covered it. Yes, I anticipate there will be new deals coming forward. And two, we didn't disclose any terms of the Microsoft deal. Those are confidential. But again, it is a pay-per-use marketplace. So it's a little more a la carte where something like our open AI deal is much more all-you-can-eat, much more of a blanket deal.

The next question will come from Stephen Ju with UBS.

This is Vanessa on for Stephen. So just a couple of questions, the LLM that have been designated as high-value content seems to be changing and publishers are making the change in real time to adjust away from traditional SEOs. So can you just talk more about the steps that you have taken so far. And the other question is in the deck, it mentions that Google search now accounts for 24% of core sessions. And it seems like the rate of decline has been accelerating, but at the same time, it's also de-indexed from being half your traffic from 2 years ago. So the headwinds have to dissipate over the coming quarters. So can you talk more about the steps you're taking to control what you control, especially as it regards to the traffic you're getting from elsewhere?

So let's do the second question first. I didn't totally understand the first question. So I'll make you reask that after I answer the second. Yes, you did -- I mean, you did the math right. We have -- we're down from at the time of our merger, 60-ish percent of our traffic came from Google Search and now it's down to 24%. So we can see the other side of this. We know what the world looks like, where Google is a very limited source, I don't know where it ends. It's definitely not going to 0. I mean we still get traffic from searches where there is an overview. So we still do pretty well, and they're not in every category. So I don't know where it ends up, but we're confident we can deal with it. In terms of -- I think what you're asking is how do we fill the sessions gap to keep sessions healthy as part of our mix. That's a combination of a whole bunch of things. It's our own e-mails, it's Google Discover, which is their version of Apple News. It's traffic from direct, it's referral traffic. It's traffic from our direct consumer things we've built, like MyRecipes and some of the People app stuff. There's a whole host of things we're doing to keep sessions healthy that we'll continue to do. Can you ask your...

No, no. That is enough.

Last question will come from Matt Condon with Citizens.

I'll just ask one here. Barry, you talked about launching or standing up businesses based on People's content and brands. Just what stage are we in today with that? Would we expect these products to be launched during the coming quarters.

I don't know about coming -- well, certainly, quarter-by-quarter. What I can tell you is, Neil can talk about this, but we started this process this inversion idea, a couple of months or 2 ago, we're going like book by book as deep as we can in sessions where given how much we know about these things. it seems to me, at least probable that we'll be able to invent, take out of that knowledge, new products that we own, whether they're new shows, as I raved on White Lotus. But it seems just very obvious to me. If you got travels, you know so much about travel and you're sitting around looking at all those pictures and you say, well, you know a show about a resort, not hard to think about. It's just the skim of the surface, in every one of the categories. And we cover, I mean, almost every category of content. So looking at our content, as a way to give out of it, all sorts of new things that we can start that we can own seems so juicy to me. We can spend -- I mean, the next forever, just doing that deep and wide. So I would say it isn't going to come kind of next quarter, but -- we're in it now.

But I want to be clear, we do -- we have a roster and pipeline of ideas that are like the People app and like MyRecipes ideas that are a little closer to fundamentally what we do now that we are going to roll out over the coming quarters. There's not going to be a quiet period. These ideas are coming up.

The fundamentals and all the stuff that is natural has been done, is being done, will come out in the next quarters. The stuff I'm talking about, which is real invention here, I think, is going to take a while. But that's why I think it's got -- I think there's more future in this. I talked earlier about the greenfield of e-commerce that we've exploited for 20-some-odd years. I think there's greenfield here from now to forever.

Because of the strength of the brands.

Because of how much -- what's in -- look, just in the initial sessions, Neil, that we had with our colleagues, we just came up with this, that and the other...

It's incredibly energizing to have these brands that have permission to do these things, and it's fun and it's going to be exciting.

Yes. But -- so I really do think and I don't think I'm overhyping it, but this inversion concept of dealing with our brands in this way, while we are out competing everybody else in publishing and chugging through to the other side of the search -- all these search downtrends, I think that just puts us in a just fantastic issue. Anyway, with that, thank you, Neil. Thank you, Chris, certainly. And glad to be somewhat noisy with you on this call, and I hope that I will be able to continue that. So thank you all for your time.