Jeffrey W. Kip - Chief Financial Officer and Executive Vice President Grégory R.

Blatt - Chief Executive Officer and Director

John R. Blackledge - Cowen and Company, LLC, Research Division Ross Sandler - Deutsche Bank AG, Research Division Jason S.

Helfstein - Oppenheimer & Co. Inc., Research Division Mark S.

Mahaney - RBC Capital Markets, LLC, Research Division Heath P. Terry - Goldman Sachs Group Inc., Research Division Peter Stabler - Wells Fargo Securities, LLC, Research Division Brian Patrick Fitzgerald - Jefferies LLC, Research Division Eric James Sheridan - UBS Investment Bank, Research Division Nathaniel H.

Schindler - BofA Merrill Lynch, Research Division Michael Graham - Canaccord Genuity, Research Division Victor B. Anthony - Topeka Capital Markets Inc., Research Division Kerry K.

Rice - Needham & Company, LLC, Research Division Daniel L. Kurnos - The Benchmark Company, LLC, Research Division Scott H.

Kessler - S&P Capital IQ Equity Research

Thanks, operator. And thanks, everyone, for joining us this morning for our second quarter 2013 earnings call.

I'll start the call by walking through the financial results and outlook. Greg will then give the key drivers of the business, and then we'll move to Q&A.

But briefly, Let me remind you that during this call, we may discuss our outlook for future performance. These forward-looking statements typically may be preceded by words such as we expect, we believe, we anticipate or similar statements.

These forward-looking statements are subject to risks and uncertainties, and our actual results could differ materially from the views expressed today. Some of these risks have been set forth in our second quarter 2013 press release and our periodic reports filed with the SEC.

We will also discuss certain non-GAAP measures. I refer you to our press release in the Investor Relations section of our website for all comparable GAAP measures and full reconciliations for all material non-GAAP measures.

With that, let's move to the numbers. The second quarter was another solid quarter for IAC.

On an as-reported basis, consolidated revenue was up 17%, and OIBA was up 20% versus the prior year, excluding a restructuring charge at CityGrid of approximately $5 million and about a $3 million write-down of capitalized labor for projects started pre-acquisition at The About Group. Pro forma for About and News_Beast, consolidated revenue and OIBA were up 11% and 13%, or 19%, excluding the accounting charges, respectively.

This was our 14th straight quarter of double-digit revenue growth and our 17th straight quarter of double-digit OIBA growth. Looking at OIBA, excluding the accounting charges, the second quarter was also our 10th straight quarter of OIBA margin expansion.

Let's move on to our segment performances. Search & Applications had a strong second quarter.

Pro forma for About, revenue growth versus the prior year nearly doubled to 14% in the second quarter from 8% in the first quarter. And pro forma OIBA growth accelerated as well, though not as much, to 16% in the second quarter from 14% in the first.

Without the capitalized labor adjustment I just mentioned, OIBA growth for the segment would have been around 19%, again pro forma for About. As you know in our Websites business, we took a hit in the fourth quarter, which led to both the fourth and the first quarters being down sequentially in revenue, excluding About, for the first time in 8 quarters.

However, as we said previously, the first quarter represented a new base from which to build with improving product quality and a revamped marketing approach. In fact, we saw 5% sequential revenue growth in the second quarter, and we expect yet better sequential growth over the remainder of the year, driven primarily by query growth.

About also had a great quarter with 45% revenue growth and 48% OIBA growth year-over-year even with the negative impact of the capitalized labor accounting charge. The Applications business had a strong second quarter with 26% revenue growth year-over-year.

But we'll see an impact from certain amendments to our agreement with Google in the back half the year. We expect third quarter Applications revenue to be at roughly the same level as the first quarter and to then begin to grow sequentially again from there, although very modestly in the fourth quarter.

On a year-on-year basis in the second half the year, Applications revenue growth will be solidly positive. Looking ahead at the segment as a whole, we expect aggregate second half revenue and OIBA growth rates pro forma for About to be roughly the same or a little higher than our second quarter levels.

The third quarter will have modestly lower revenue growth and significantly higher OIBA growth than the second quarter, and the fourth quarter will have modestly higher revenue growth and somewhat lower OIBA growth than the second quarter driven largely by the timing of marketing spend and the amendments to our agreement on the Applications business. The net of all of this is that performance within the segment thus far has played out just as anticipated, and we're reiterating our expectations for full year 2013.

Pro forma for About, we continue to expect solid double-digit revenue growth with margin leverage, yielding strong double-digit OIBA growth primarily driven in the second half by the strength of the Websites business. Moving on to Match.

This segment delivered 9% revenue growth in the second quarter, a modest acceleration over the first quarter. More importantly, aggregate PMC growth continued to accelerate to 15%, up from 11% in the first quarter.

These levels of PMC growth will, in turn, accelerate revenue growth, which we expect to reach double digits in the back half the year. OIBA growth in the second quarter was approximately 8%, which we expect to be Match's lowest quarterly growth -- quarterly OIBA growth for the year due primarily to the timing of marketing spend.

We expect OIBA growth to be modestly higher in the third quarter than the second and then dramatically higher in the fourth quarter, driven by continued PMC growth and again the timing of marketing spend. Thus, for the full year for the segment, our expectations remain the same: low double-digit revenue growth and strong double-digit OIBA and PMC growth.

In our remaining segments, our second quarter numbers were impacted by the $5 million restructuring charge at CityGrid I mentioned previously, without which Local, Media & Other would have been collectively essentially breakeven. For the full year, we now expect the total OIBA loss for these segments to be around $25 million or so, with the difference between this number and the number we gave you on the last quarter driven primarily by the second quarter CityGrid charge and underperformance versus expectations at HomeAdvisor.

We expect the fourth quarter to be essentially breakeven in these businesses, meaning the majority of the remaining OIBA loss will hit in the third quarter. Additionally, we expect the Local segment's OIBA in the second half to recover from its first half declines and grow double-digits percent over last year as HomeAdvisor recovers sequentially and its OIBA returns to the second half 2012 levels.

Taking everything together on a consolidated basis, for the third quarter pro forma for About, we expect high single-digit revenue growth and strong double-digit OIBA growth in OIBA. Revenue growth for the quarter would be in the double digits but for the presence of the Newsweek print revenue in the third quarter of 2012.

For full year 2013, our consolidated expectations remain unchanged from our last call. We anticipated solid double-digit revenue driving OIBA growth in the range of 30%, both on an as-reported basis.

With that, I'll turn it over to Greg.

Thanks, Jeff. Good morning, everybody.

So another good quarter behind us, finishing the first half of the year with OIBA growth of approximately 18%. But '13 is really going to be a second half story, and we think we'll nearly double that growth rate in the back half.

Momentum is solid, and we're feeling good about where we're headed. Let's talk first about Match.

After growing revenue nearly 9% in the first half, we think second half growth will increase to low double-digit rates. PMC growth rates in Core, Developing and Meetic each increased from Q1, aggregating to almost 15% year-over-year, up from 11% in Q1 and 4% at year end '12.

We still expect PMC growth rates to continue to accelerate throughout the year, leaving us with high teens growth at year end. That would be the range of 4x the PMC growth rate we ended the last year with, a pretty significant acceleration.

And Match continues to show the strength of our portfolio approach. Just look at the past few months.

If you're in New York, L.A., any number of other cities, all you hear about is our newest product, Tinder. Rapid user growth domestically, grow momentum internationally.

But the success of Tinder isn't cannibalizing Match. During the same period, Tinder has been thriving, our Core business growth is accelerating.

And a similar dynamic has been playing out with OkCupid over the last stretch of years. From year-end 2009 through the end of Q2 '13, OkCupid increased its monthly active users by 250% from an already significant base, while during the same period, Match increased core subscribers by a very healthy 60%.

Services like Tinder and OkCupid acclimate new groups of people to meeting online. That meaningfully expands the market.

And once people have used technology to meet other people, no matter what the service was they initially used, a barrier has been broken and they're more likely to do it again. Almost 50% of first-time Match subscribers have previously used another service for meeting someone online.

Almost 50%. So the more people we can get to try these services, whether we own them or not, the more likely they are to use our other services.

Of course, it's better when we own them. That's our multiproduct approach.

And that's not to say these sites simply work as acquisition tools for our core business. Far from it.

As I mentioned, on the last call, we're meaningfully increasing the contribution from these businesses. During the same period, OkC grew monthly users 250%, it grew monthly revenue by 700% and it's now a meaningful contributor to this business.

Tinder is early stage. We're not monetizing it now, and we probably won't monetize it in earnest for a while.

But I assure you if its growth continues and it truly takes hold, it's going to be a very valuable asset. Up to now, the portfolio has been primarily a North American story.

But we think it'll also work in other markets. As I mentioned last time, Twoo, which we bought in January, adds a second brand in Europe, and we'll likely add others.

The same in Latin America. I really think we'll reach a point where everyone single will be using technology in some way to help them make romantic connections, and it's been proven time and again nearly over the history of the Internet that this is one of the things people are willing to pay for online even when there are free alternatives.

So we're confident our multiple products, multiple price points, multiple business models and global reach are going to put us in an optimal position to keep capturing a big part of that expanding activity. I made a historical reference there, and I think it's appropriate.

Match launched in 1995. It's not like there isn't data on this category.

We've taken on hundreds, if not thousands, of attempted disruption and continue our growth. In fact, we're one of the few consumer Internet businesses from that period, along with Amazon, eBay and a handful of others, which have maintained its leadership position throughout.

We're operating businesses in over 40 countries. We've had positive OIBA growth for 8 years running and double-digit OIBA growth in 7 of those 8.

2013 is going to make it 8 in the last 9, and with our PMC growth and its implications for future revenue growth, we're expecting 2014 to be a double-digit revenue and mid- to high double-digit OIBA growth year, which will give Match double-digit profit growth for 9 out of the last 10 years. Momentum continues to build here.

Now let's turn to Search & Applications. Again, a solid first half completed.

But as with Match, its momentum build in the second half. First half of the year, pro forma for About, we saw around 11% revenue growth and 15% OIBA growth.

Where in the back half the year. We're expecting modest improvement on the revenue side and meaningful improvement on the OIBA side, very solid for a so-called transition year in this business.

As Jeff mentioned, after a Q4-Q1 reset, the Websites business is performing well and starting to grow again sequentially. And we expect this to continue throughout the remainder of the year and beyond.

This is driven by a continued focus on product quality improvement, continuously refining our marketing and distribution efforts and international expansion. About is also continuing its strong performance.

In fact, we're so pleased with the About playbook that as of the beginning of Q3, we moved our CityGrid and Urbanspoon businesses out of our Local segment and into Search & Applications, where we'll manage them similarly. We expect these businesses to generate $25 million to $30 million of revenue in the second half of the year.

They've been modest money losers through the first half, but a big reason we've moved these businesses into this operation is that we think they can turn to profitability in the near term. Applications is the one area that's going to buck the stronger second half trend, but it will still turn in a solid performance.

As Jeff mentioned, we're going to see a Q3 sequential hit as a result of the impact of our first quarter amendment to our Google agreement, and then we're going to start building again from there. 13 of our last 14 quarters have seen sequential growth, and we expect that trend to continue again after this reset.

This is essentially a repeat of what we saw with the Websites business in Q4, only less severe, and we should enter 2014 with renewed momentum. This whole segment, stepping back, has really evolved into a collection of branded properties centered around information discovery: Ask, About, Dictionary, Urbanspoon, Citysearch.

On these properties, as opposed to content properties generally, a user takes an action that indicates a specific intent, whether a query or some other equivalent. This allows us to serve more targeted ads, generally sponsored listings, and you're able to do on a more passive content experience.

As a result, these are generally much higher-monetizing properties than average content sites. But it's not just the characteristics of the sites themselves.

As the performance of About has shown since the acquisition, we're getting good at operating these properties in a way that optimizes the dynamics. Our properties now represent one of the largest, if not the largest, third-party networks of high-quality audiences in this area.

And given our strong partnership with the premiere sponsored listing supplier, we think this is a pretty attractive place to sit. Overall, we think there's real opportunity for growth here, both organically and through opportunistic acquisition.

So again, we're enthusiastic about where this business is going. And just like with Match, the second half momentum bodes well for '14, where we expect another year of mid- to high double-digit revenue and OIBA growth in this segment.

Now a little time on our other segments. For HomeAdvisor, '13 is a transition year.

In the first half, we rebranded, and now we're working on rolling out some alternate business models to help make the business stickier with our service professionals. While this caused us to take a step back financially, strategically we think we're taking big steps forward.

We'll know a lot more by the end of the year. But consumer traffic has rebounded to pre-rebranding levels.

I think we're going to go into '14 a lot stronger. Regarding our Media & Other businesses, they generally fall along 2 lines of focus, with several of them sitting right where the 2 lines intersect.

The first area of focus is video, where we have Vimeo, Electus, DailyBurn, CollegeHumor and our minority investment in Aereo. Video consumption is at an all-time high and growing incredibly fast.

With the explosion of IT-delivered video and proliferation of devices for video consumption, the entire spectrum of production and distribution is in play, and we've got assets nibbling at various points along the line. This area is, in part, a sector play for us.

We're using video as an investment principle similarly to how IAC used the Internet as an investment principle back in the late '90s and early 2000s. In other words, we think video businesses will grow and generally will be worth more tomorrow than they are today.

But we also think we've got institutional strength and track record in this area. And our instinct here is that video can become an operating principle in a way Internet never fully did.

In other words, we ultimately determined that there weren't significant benefits to owning both HSN and Ticketmaster even though they were both being transformed by the Internet. In this case, however, we think there's a real possibility that benefits emerge down the road to owning a combination of businesses at various stages of the video production, programming and distribution chain.

The second line of focus, online services, isn't based on a particular area like video but on a common set of competencies. These are businesses where many of the skill sets essential to success are the same as those at Match: building around customer lifetime values, the cost of acquiring consumer registrations, the art of converting registrations to paying users, some form of premium business model and all the UI and intense analytics that go along with these disciplines.

Just as we learn to leverage expertise in these areas across companies within Match, as shown by the Meetic acquisition, we're increasingly organizing to leverage that expertise across these businesses outside of Match. In this group are Tutor.com and the subscriber-based video businesses from the previous category: Vimeo, DailyBurn, Aereo.

We're excited about the opportunities here, and as we continue to institutionalize these skill sets, we think we can leverage them into real incremental growth opportunities. Our ambition in these segments is high, but our net investments are modest.

Collectively, losses from these segments represent less than 5% of our Match and Search & Applications OIBA this year while generating well over $600 million in revenue with solid growth and real opportunity ahead. We're confident these continued investments will pay real dividends to shareholders.

Let's talk now a little about mobile globally. At Match, our mobile logins are now more than 40% of all logins.

It's a service our users want to access from all their devices. And while the experience is customized for each screen size, we maintain continuity across them all.

Tinder, on the other hand, is a mobile-only product and a product that probably will stay mobile only. So we're coming at it from all angles in the Match business.

Moving to Search & Applications. Mobile page views are close to 30% of total page views in our Websites business, and this is really with -- without the concerted effort to drive mobile traffic we have on desktop.

So that's starting to change. These properties, through sponsored listings, tend to monetize comparably on tablets and desktops though less favorably on handhelds.

The combined usage of desktop and tablets will continue to grow, and monetization on handhelds will continue to improve. So we don't see long-term issues with monetization.

On the Applications side, we've made less progress. But we've launched several proprietary apps and are now offering our suite of monetization solutions to mobile app developers.

We're live with a set of partners, still very small and early, but there's good progress, and we think we have plenty of time to grow this before we start feeling the pinch on our applications growth for mobile. Finally, you look at Vimeo, where almost 40% of traffic is happening now on mobile devices worldwide, growing rapidly.

So we feel pretty good about our management of the mobile evolution without major disruption or outsized investment. Wrapping up, we bought back approximately 1.5 million shares in the quarter for $73 million at an average price of $49.41.

Our dividend continues. We continue to look at strategic acquisitions in areas of expertise and focus while keeping a sober eye on risk-reward.

Over the last 4 quarters, we've had approximately $304 million of free cash flow and spent $487 million on repurchases with another $85 million in dividends. In other words, we returned 188% of free cash flow to our shareholders while still managing to get key acquisitions done like About.com.

With our standard caveat they were always opportunistic and that no one quarter sets the standard for any other, we expect first half capital allocation philosophy to generally continue. Looking at 2014, we expect the combined profit engine of Search & Applications and Match to generate double-digit revenue growth and mid- to high double-digit profit growth, while net investments in our other areas should continue to represent a small percentage of overall profit.

This sustained profit growth, coupled with continued investment in new growth areas and a disciplined approach to capital management, should yield real value creation for years to come. With that, we'll open it up to questions.

Great. Just a couple of questions on the Search business.

So the Toolbar growth was better than expected in the second quarter. Can you provide some more insight into what drove the acceleration in the Applications segment revenue and queries?

And then maybe just discuss in further detail how the Google policy changes impact the segment in 3Q, and then why you expect to bounce back in 4Q. And then just on the Websites business, revenue up 5% sequentially, the SEMrush data indicated a bit of a bounce back in 2Q in this segment.

Is there anything that maybe we can't see from that data that impacts the Websites segment?

So I'll take your first and third questions, and I think Greg is going to address the second on the amendments to our agreement with the Applications area. In terms of the second quarter, really the first quarter was a bit of a bump down, and the second quarter was more of a sort of normalized growth rate.

I think you'll recall Greg mentioned previously that we had a modest monetization adjustment from fourth quarter to the first quarter in the Applications business, which was something we agreed with Google on several quarters ago. So we came back from that, returned to a normalized growth rate.

And really, it was just -- we released 9 new B2C applications, and we continue to grow our partners, which is really the whole key to growing that business year after year after year. So the second quarter was a normalized rate.

And we expect to have another modest sort of bump in the third quarter and then grow again from there. And again, on the same basis, we're going to keep our product pipeline coming with our B2C products and market those, then we're going to continue to expand our B2C partner pool and watch them grow as well.

If I go to the Websites business, then I'll give it back to Greg, and the SEMrush, we were very successful growing queries. I think you saw a significant acceleration on queries in the Websites business from first to second quarter.

We've had obviously real success developing our product suite further and marketing it successfully. And I think when you look at the SEMrush data, the SEM -- there are couple of things to note.

I think one is, particularly going through the rest of the year, if you're to look at the July to September SEMrush data, you see a real spike up in 2012 that doesn't really correlate to the movements of our queries and revenues last year. It's just something you should note as we go into the third quarter on that data.

It's imperfect. It's extrapolated.

And then I think the second thing you ought to know is that I think it covers about 10 countries. And in the second quarter alone, we had 25 countries which were at a $1 million or more revenue.

And many of our fastest-growing countries are in sort of Asia Pacific, which aren't even covered in the SEMrush data. So it's a really sort of loose sample set and extrapolation that I think you have be careful with.

And I know a lot of people lean on it, but it doesn't necessarily correlate if you think about those 2 factors. Greg?

Yes, on the Google agreement, I think we mentioned on a previous call Google and IAC started speaking last summer about sort of changes we wanted to make in the business. By Q1, we had reached an agreement about changes we wanted to make on the Applications side, and those changes have been coming into effect throughout the year.

As I said, we can't get into the specifics of what those are, but we've -- the nature of this business is such that we sort of know pretty precisely the impact of various things. Everything, I think, has played out this year pretty much as we've said, and we have a high degree of confidence that again, we'll take a one-quarter step back due to just various changes in the way applications get downloaded and everything else that we've agreed to.

And from there, it will start to grow again. That's just the nature of this business.

As Jeff said, we rolled out new products. We rolled out, I think, 8 or 9 new products in Q2 alone on the Toolbar side, and that's the way this business grows.

And we're -- we've got pretty precise measurements of LTV and conversion rates and everything else. We've already sort of gone through the changes that are going to lead to these impacts.

So we've seen them, we've measured their impact and we feel pretty confident about the forward-looking guidance that we're giving you here.

Yes, I think I'll just emphasize, Greg talked about our current expectations for 2014. Those expectations don't happen without further sequential growth, product rollouts, successful marketing on both sides of the business.

Yes, I mean, I this is -- look, this is a -- we've been in this for a while now, and given any set of framework for doing all this stuff, we feel pretty good about our ability to grow. And that's where we are.

Greg, just 2 questions. First, to follow up on the Search-Websites query growth, is 100% of that expansion that Jeff was just talking about from SEM?

Or is there any organic element to what's driving the reacceleration in query growth? And then the second question is on Personals.

So core PMC growth picked up almost 10%. Where do you see that line trending in terms of growth over the next few years given the kind of relative maturity of the Personals segment?

And what do you see as the sustainable growth rate for the overall sub number in Personals longer term?

Yes, I'll take the first and I'll let Greg address the second question. Look, our marketing has been a very successful piece of our Websites business.

And so without question, our marketing drives user awareness, brings users our sites. Both online and offline, we've had success.

I think secondly, part of the query growth is a genuine increase in user engagement within the site, and we're pretty happy to see that. We have improved satisfaction and, with that, improved engagement.

Greg?

Yes. I think if you go back to sort of the way I described the way these website businesses are taking place, they're really discovery businesses when you go there to learn something and to find out something in particular.

What we've gotten really good at is engaging consumers once they're there to learn more things. So we're keeping people within our ecosystem of discovery longer and longer, which drives incremental queries.

On the map side, look, I think within a couple of points, it's hard to predict long term. But my general view is what we're currently calling core PMC, which is sort of the traditional North American subscription businesses, I think over the next x years, I think those are high single, low double-digit PMC growth businesses.

So call it anywhere from 9 to 12 to 13, I would say, was sort of my guess. Could it become more?

Yes. But I think that is the engine that sort of keeps going at that rate.

You've got very good margin leverage in that area. So that kind of PMC and revenue growth drives higher profit growth.

And then a much bigger part of the growth going forward is coming from Developing and Meetic and other things, and that's the nature of this portfolio business. So I think overall growth rates will be meaningfully higher than that, but I think the core will be a steady, steady high single-digit, low double-digit growth rates is sort of my best guess.

Three questions. So just to hit the Google -- the updated application agreement, what gives you comfort -- I mean, obviously, you're not going to tell us the terms of the changes, but does -- can Google make any further changes under the remaining amount of the contract through 2016?

So I guess that's the question. Just does it now lock in what you'd like to do on the Applications side through rest of the contract?

My next question is, can you give us any additional metrics on Tinder, Electus or Vimeo? You talked kind of qualitatively about how positive you are.

But any user metrics or anything more specific how you're increasing the value of those assets? And then lastly, can you talk about your target gross cash position and what you see as the right debt-to-EBITDA leverage ratio for the company?

Yes, okay, let me -- okay, Applications. Yes, I think, look, so we have an agreement with Google.

It gives them certain rights, it gives us certain rights. I won't get into all of the minutia of it, but I think that it is -- Google, in the, I think, the 13 years or however long we've had an agreement with them, they have never made a unilateral move with respect to our business, ever.

Every time they have wanted something, we've sat down, we've talked about it. We've agreed to things, we get things in return.

And that's true of this last time as well. So I certainly can't promise that there won't be some other change at some point along the way that we agree to, which, of course, we would only do because we think it's in our interest to do so, both short, mid and long term.

But I think the odds of them doing something unilaterally is very limited because their abilities to do that are limited. Plus I think that they're pretty happy with where we are.

I mean, we -- they went through the biggest -- we made changes that we've obviously been able to sustain meaningful growth through. But they were meaningful to them, and we cleaned up some things that they weren't that happy about, that had emerged in the industry, frankly, more with respect to others than to us.

But I think we're very much on the same page. So I think the combination of where Google is right now and the nature of our agreement gives us a high degree of confidence that there will not be material changes in the next few years.

On the other businesses, let's see. Electus, easy.

They are churning out shows very quickly. We've got, I think, 13 programs on the air this year compared to 5 last year.

So it is proliferating in terms of its productivity in terms of rolling out shows, and we expect that to continue. Vimeo, growing great to over 100 million -- over 100 million uniques.

Subscribers' growing 40-plus percent a year, very strong. We've got -- on the Vimeo side, we just introduced video-on-demand, which is a tool that really allows sort of creators to monetize their products.

We think it is leading to a lot of new content coming in. So we feel very good about that and think that, that's, in particular, an asset that we think-- we know has real value today.

But we really believe it's going to have very big value down the road. I mean, as I said, video is an exploding place.

Vimeo is 1/8 the size of Google -- I mean, of YouTube. So that's pretty significant in terms of the sort of independent players that can take user-generated content and professional content and everything else.

There are really only a handful, and it's very, very attractive place for us to sit. So we feel really good about that.

Tinder, I mean, Tinder's exploding. We're not giving out stats at this point.

But it's a -- we just launched the Android app a couple of weeks ago. To date, it has been entirely iOS driven.

The Android app is taking off. It's taking off internationally.

I mean, it truly is a phenomenon, and we're really excited about it. We think it's a great round out to our overall Match portfolio.

And look, it has the potential to be very, very meaningful in its own right. Is there a...

Balance sheet. Sorry...

Balance sheet?

Talk about cash and leverage.

Yes, I don't think we think about it in terms of a target level. I think right now, we're probably around $100 million net cash.

I think as you can see over the last 12 months, we've returned way more cash to shareholders and acquisitions than our cash flows. So we've been shrinking.

I think it would depend. I think that we're certainly going to continue to repatriate to shareholders.

I think that we're going to be in a position to do acquisitions when they make sense. So I think we certainly have a tolerance for more debt and going into net debt position to the extent that circumstances warrant.

And we have absolute flexibility in that area but no particular target.

Two questions please. Could you provide a little bit more detail on the kind of HomeAdvisor recovery strategy?

What do you think needs to be done there? And then just you talked about the 2014, and I just want to clarify something.

I think you had said that Search and Apps and Match combined would be on track for double-digit revenue growth and mid- to high single-digit OIBA growth. I mean, correct me if didn't heard that -- if I misheard that.

And if I heard it correctly, why would there be deleverage if you combine those 2 assets in 2014?

I'll take the second question. Give the first one to Jeff.

I think you heard it wrong or I said it wrong. We expect the combined to generate double-digit revenue growth and mid- to high double-digit profit growth.

So we're talking about profit leverage, not the opposite way. And HomeAdvisor is -- it's what we said.

We rebranded it. We took some hits, as we've talked about on the traffic side.

That's recovered. It's growing now.

We're -- simultaneously with the consumer side of the rebrand, we've been working hard on the service provider side in terms of developing new business model alternatives, subscription products, et cetera, to go along with the traditional regeneration model, which, we think, makes it stickier. And we expect momentum to continue to build.

Clearly, the first 6 months, were rockier than we expected with the rebrand. And some of that was by our own hands, some of it is just the nature of these things.

But we think that's behind us, and we think the stuff on the SP side is promising. So we see momentum coming out of the year.

Greg, I just had a couple of questions. You mentioned you've gone through the implementations.

Does that mean that you've completed all of the implementations that are required under this latest understanding with Google? Or are there others -- other changes that still need to be done post the changes that were made July 1?

And then I guess this is a little bit like Jason's question, but given that Google is obviously enforcing a different standard for toolbars with other companies in the space, what kind of confidence do you have that this latest agreement is going to be in place for an extended period of time? And then if you can just clarify for us with regard to Tinder exactly what IAC's ownership stake in that business is?

Sure. On the first question, again we're not going to speak about specific policy implementations.

As Jeff said, we -- first quarter this year, we implemented a change that we had agreed to literally more than 1 year before. That said, I think we're pretty clear that the financial impact from the most recent agreement on Applications is most profound in Q3.

So I think certainly from that, I think you can derive that -- whether there is any more changes to come or not, and we don't really highlight that. The ones that impact our business most profoundly have been implemented.

In terms of confidence, well, I have supreme confidence in the next 3 years that -- for the remainder of the contract that those things are not going to change in any meaningful way. I mean, that's just the nature, I believe, of the agreement we have with Google.

Beyond that, that's a new agreement, but we feel pretty good about our relationship. We talk to them all the time.

So I feel good about where we are. I think we're aligned with Google, and I don't see any real changes there.

In terms of Tinder, I mean, okay, and so we control it, we own the vast majority of the stock and management has various equity interests in it as well. But it is, for all practical purposes, an IAC property like any other.

Just 2 quick questions. Greg, thanks for all the color on Match.

That's very helpful. So just kind of one big picture question there.

Do you guys think that the kind of near ubiquitous adoption of social platforms by, let's say, those folks under 30 is providing any sort of kind of secular attitudinal tailwinds to the adoption of your Developing assets, the free-to-use assets in the Personals business? And is this part of the reason why this "relatively mature business" now can look at an accelerating profile for the next couple of years in terms of usage and subscribers?

And then secondly, a quick one on Search. Could you give us a little bit more color on the international contribution to the growth you're laying out for the next year or 2?

Okay. If I understand your question, the first one, if I don't, please correct me.

But it is certainly right that, going back to the beginning of certain of these social platforms, it was a huge boost to our business. There are a series of barriers, I guess, to any business but certainly to ours.

And one of the original ones was just the notion of putting all your personal information in a profile and sending it out. When we were sort of the first ones doing that, there was stigma associated with that.

Once Facebook, Myspace, et cetera, came along and everyone got used to doing that, we felt acceleration. And I think as those sorts of things have proliferated, it is unequivocally true that the whole notion of doing social things online has become much more normal.

And that has boosted us. When you look at the portfolio, it's always been true that people under 30 behave differently than people over 30.

That is in this area. That has just generally been the case historically.

And what we've seen now over the last years with OkCupid, Tinder, et cetera, is a proliferation of products that appeal to the under-30 generation, a lot more than our traditional products have. What we've seen, however, is that despite that, people then ultimately move from those products to the more traditional products.

And that's for a number of, frankly, sociological or psychological things. In this category in particular for a huge group of people, the act of paying for something is actually a plus, meaning to the extent that you were on OkCupid at 25, meeting people when you were sort of dating in a particular way, leads to, when you're 33 and looking to date in a different way, you actually want to use a different thing.

And the fact that people are paying for it and you're with a group of people who are willing to pay for it is actually a plus to a large group of the population. So the broader we expand the bottom part of the pyramid, which we do through OkCupid and Tinder and that sort of thing, the better for the overall business either through monetizing those products directly, which we've been able to do through OkCupid very well and Twoo and some of these other products that we have, to just ultimately people saying, okay, I did this for a long time when I was in my 20s, and now I'm looking for something else and I'm going to do something else.

And that dynamic has just worked very favorably for us, and we expect it to continue in the U.S. as well as to expand globally.

Jeff, do you want to take Search?

Peter, can you just repeat the question?

Yes, just curious about the contribution on the international side to Search, in the quarter. And then expectations going forward, is it going to be more heavily weighted to international growth versus domestic?

More of our growth -- more of our query growth is coming internationally than domestically in this segment, which is a good thing. And we think there's a lot of opportunity out there in an array of geographies.

I think you should expect that more of the raw growth certainly in queries will come internationally. That does have the effect and has had the effect of keeping our RPQ flattish because the international RPQ is lower than the domestic, which long term is probably a good thing because there's an additional opportunity to develop.

So yes, we do expect continued growth for several years internationally.

Maybe following on, on top of Peter's question. You had nice growth out of Developing Match, paid subs at 69%.

That includes international. You also had solid international services and requests and accepts growth.

How do you see international progressing for those 2 fronts?

The 2 fronts being sort of the Match international business and the HomeAdvisor international business?

Yes, Greg, yes.

Okay. Yes, I think they're somewhat -- I mean, they're definitely run independently and they have independent trends.

But I think on the Match side, we feel very good about it. Developing within Match is a combination of North American businesses and international businesses.

So it's a little complicated. And frankly, they have relatively different characteristics in that they have different margins, they have different marketing characteristics, et cetera.

So it's sort of a -- it's a tough bucket. I will say that the margin overall in Developing has been improving meaningfully.

You've got a combination of businesses like OkCupid and Twoo, which are very, very high-margin businesses. And then you've got certain investment properties in different countries where -- in developing countries where the -- it's negative.

But overall, it's actually turning into a very healthy margin business for us. And we expect that growth in Developing overall to continue very significantly.

I mean, again, as I've said to an earlier question, we think Core is going to continue to grow nicely with great margin leverage, but we think Developing is going to be a real boost not just on the PMC and revenue side, but a real contributor to profit growth going forward. On the HomeAdvisor side, the growth is good.

I mean, it's still early. The dynamics of -- so early in these various markets.

But we're not making big investments there to get that growth, and we think it's meaningfully enhancing the value of that asset. So we feel pretty good about it.

Sure. Two quick questions.

One, the Search business, was there any impact in the business at all from Google's enhanced campaign transition that occurred as we moved through June and July? If there was anything to call out there that might make it easier for the comping this year.

And then second one is about the CityGrid decision to move sort of CityGrid into Search and how that might play into a mobile strategy longer term.

Okay. You were cutting in and out, so I'm going to -- I think your question was has enhanced campaigns at Google affected the business?

And will the move of CityGrid into Search & Applications, does that have implications for our mobile strategy? Was that the 2 questions basically?

Yes, that's both of them.

Okay. On the first question, look, we haven't really seen meaningful impact from it to date.

We think long term it's good for us. It's not an accident that Google continues to improve its monetization machine.

These things generally are good, and they generally are good for everybody of scale. So we haven't seen much impact, but we think to the extent there is impact on us, it will be positive.

On the CityGrid side, I think it goes back to the statement I made earlier, which is in terms of thinking about how we organize ourselves. We've got a bunch businesses.

We're always sort of rethinking to some extent how to operate and organize these things. It just became increasingly clear that the Citysearch business, along with its sort of CityGrid network, could be run better as part of this sort of information discovery set of businesses where our skill sets for optimizing pages, monetizing, et cetera, was just better.

In terms of mobile, I don't think it, in and of itself, has any big implications for mobile. The -- Urbanspoon has a very strong mobile presence, Citysearch, less so.

They're all their own businesses, and I don't think the one really implicates the strategies in the other.

2 questions, and I know this first one has been a little bit hammered to death, but I'm still a little confused by it. Your Applications query growth was quite dramatic versus last quarter and really versus any of the quarters before.

You -- it doesn't -- it would make sense that, that wouldn't change that much quarter-to-quarter. But this quarter, it did.

I can understand Google making -- enforcing some sort of change on you that affects your monetization of a query once you get it. But how does Google change something that really could affect you dramatically in how many queries you get in a given quarter?

Secondly, can you just clarify your second half guide for Search? Is that acceleration you're predicting in the second half organic?

Or is it just a reflection of the move of Urbanspoon and CityGrid?

I'll take the first question. Think about it this way, which is, I think you're right that the -- once an application had been installed, I think that the query growth is the query growth.

But I think that certain policy changes can impact the number of total applications that get installed. And so to the extent that you bring down at some level the number of applications that are installed, then you're going to bring down query growth.

So that's the way that the change in the agreement can impact queries. On the acceleration part, Jeff, why don't you take that?

Look, the acceleration is primarily organic, and it's primarily driven by the Websites business. As Greg mentioned, there's $25 million or $30 million of revenue with only modest, very modest, profit expected in the second half the year, moving from Local up into the Websites and full Search business.

But really, it's driven by the strength of Websites' recovery, just as we've been saying.

Okay, great. And just a quick follow-up on that first point on the Applications growth.

Wouldn't Google's policy changes that are going into effect now, actually start to -- at least the change from first quarter to second quarter, if anything, limit new installs instead of accelerate them?

Sure. There weren't any changes that had an implication really for us between Q2 and Q1.

So the changes that -- the impact we're having are due to things that really have been implemented more in Q3, and that's why we're going to have the impact in Q3. So the Q2 acceleration was really a reflection of, a, Q1 being more tamped down than typical because of a monetization adjustment that we'd had that we talked about, plus last year's Q2 being abnormally down.

And so you saw a big jump in Q2. So we don't really look at Q2 as been -- having been some explosive abnormal growth in our Applications business maybe it's because we know too much, I guess.

But we just saw it as sort of back to normal with a couple of things that made the comparison look stronger. And then again, we're taking this onetime hit in Q3, which will impact sort of installs modestly.

Again, bring us back to Q1 levels, not Q1 2013, not Q1 2010, and we're going to grow from there. So we think it's actually, in the grand scheme of things, pretty muted.

It may help you, Nat, if you look at it on a sequential basis rather than a year-on-year basis. Q2 had a pretty normal 4% sequential growth going from Q1 to Q2, which is similar to what we see.

Websites had a higher query sequential growth when you look at it the same way. And so maybe, that puts it in context for you a little better.

I think the challenge is I'm missing the query number from Q1 '11, so to be able to see the real movements and -- on multiple quarters even on a sequential basis is difficult.

Right. But...

[Indiscernible]...

I think if you look at the pattern -- if you look at the pattern even in the numbers that you have, I think the only sequential drop you'll see is Q1 to Q2 last year, which Greg called out as a little bit of an outlier quarter for us, so.

Okay, it makes sense.

I don't remember what happened in that quarter, but that throws the year-over-year comparison out a little bit.

Strategically in the dating business, could you give us a feel for are there synergies across owning multiple properties? You talked a little bit about subscribers sort of moving up market from OkCupid to Match.

But like, do you market to those OkCupid people to get them to Match? Do you cross-promote?

And then secondly, I just wanted to ask about buybacks or sort of capital allocation going forward. You repatriated a lot of money, roughly half your OIBA in terms of buybacks, which is -- which shows good commitment.

There was a certain amount of new share issuances, it looked like, in a quarter or 2. I just want to see if you could comment on your philosophy around issuing shares to employees.

And is that top heavy in the organization? Or does it spread out?

And just give us a little more feel for your philosophy around issuing shares.

Sure. I think on the first question, are there synergies, yes, there are synergies.

Do we cross-promote? Yes, we cross-promote.

But the reality is that I think the cross-promotion stuff tends to be all replicable commercially. I mean, there are dating sites that you can buy traffic on and everything else.

I think the much bigger synergies is, what I'll call, competencies and skill sets. So I think that the ability to have -- I mean, it's really amazing.

We had like our Match outing, the annual -- so -- and there were people coming from all over the world. And these people are all -- so we've got probably 40, 50 different brands, probably 20 different business models but all serving a similar purpose.

And the knowledge sharing that goes on among product, marketing, et cetera, across these things that help sort of distribute things more efficiently, help convert users more efficiently is really the -- that is the synergy in it, and it's actually, I think, pretty profound. And again, the easiest example to point to is Meetic where we bought a large business that was declining and relatively quickly turned it into a large business that is growing.

And that was literally just the transfer of knowledge and competencies and processes from one to the other. So that's really the strategic benefit there.

In terms of capital allocation, I think if you actually look first half -- for the first half of the year, I think between dividends and share repurchase, I think we actually repatriated about 100% of our free cash flow to shareholders. But in terms of issuances, I think look, we -- we're an Internet company.

People definitely have equity. It goes relatively deep.

In some instances, it's equity in the particular businesses. In some, it's in IAC, but it all sort of gets converted into IAC.

I think we manage the numbers pretty effectively. I think that we are very much in line, sort of median-ish if you'd look at sort of any sort of comparable set that you'd get.

If you look at in terms of aggregate dilution, everything else, the reality is that it all depends on sort of stock price performance. When the stock -- we had a bunch of years, in '08 -- '07, '08, '09, we were granting options at sort of a relatively flat, depressed price, and we've had good growth since.

So there's been more dilution, I guess, in the last sort of year or so than we might expect going forward just because the nature of steady, consistent growth versus sort of periods of flatness followed by explosive growth will always get more dilution. But in general, we think that -- we expect our capital to continue to shrink over time, meaning we think that the dynamics of using comparable amounts of our free cash flow to buy back shares, pay dividends, along with our equity compensation policy, should lead to a steady contraction of our share count.

Going back to a previous question on the long-term sub growth potential, so maybe you can help us with the size of the pie. Is it 10 million, 20 million potential subs?

And what penetration level you hope to achieve longer term? And perhaps you could update us on the active registered user base in the Personals business.

And a second on Match, how do you view the online Personals segment from a consolidation perspective? Do you have the right mix of assets now?

And is there an opportunity for you to add more? And on Search, maybe you could discuss the RPQ trends at both Websites and Applications in the quarter?

Okay, there was a lot in there. Let me try and get them all.

I think in terms of nailing a particular subscriber number, I think that's very hard. I think business models evolve.

I think that, as we've said, right now, we've got more than 3 million global subs. We expect solid growth there.

So certainly, I think over the next 5 years for our business, can we get to 5 million, 6 million subs? I think we can.

The question, though, is you have various businesses, like Twoo, like Tinder, like OkCupid, that are going to monetize in a variety of different ways, and subscribers may not be the best method of monetizing those sites. And so I think that thinking about it -- increasingly thinking about it in terms of pure subscribers is going to be wrong.

Right now, it's still the vast majority of the revenue. And certainly, in the U.S.

and Europe, that will continue to be sort of the core of the business. But I think that you're going to see lots and lots of different ways to monetize the overall population, which again, I think, is -- you see these waves of adoption, like Tinder is bringing, where suddenly Miss U.S.A.

last quarter was on Tinder, that didn't happen 2 years ago. And you see these waves of things that bring people into this category.

It's almost, -- to use a bad analogy, it's like a gateway. You use Tinder and suddenly you've done it.

It works, you say, Oh, this is great. And then suddenly, you're willing to do all these things.

And that's happening globally. And so I think that the category is going to get very large.

In terms of -- what was the other question?

RPQ trends on...

No, no, no. There was one more Match question.

Active registrants?

Is that -- that I don't have. But what -- there was one other Match question.

Yes, I was curious about the consolidation in the space.

Yes.

Right.

Okay, I think it's very much -- we're a global business, but this is, in many ways, a series of local businesses, meaning in any given market, there are different consolidation sort of characteristics and needs. I think in the U.S., there is nothing that we need that we don't have.

That doesn't mean there aren't things we would buy under the right circumstances because we do think that in general, we are good at operating these businesses and there are real efficiencies to owning multiple businesses. They have tended not to be so much on the cost side, more on the competency side.

But we know there is cost to be gotten, too. So I think over time in the U.S., you could see more consolidation, but it will be 100% opportunistic.

In terms of Europe, as we said, we are looking to add new brands and new things, so I think you could see a little more there. And globally, each market is its own thing.

And I think there's lots of opportunity for M&A internationally, and we're very much looking at all that stuff. Jeff, do you want to handle RPQ?

Yes. Just in terms of RPQ, we're expecting RPQ the rest of the year to be flat to modestly up sequentially in both of our businesses.

We actually expected that this quarter, Websites came off a little bit because of higher international growth mix than we thought but wasn't really anything unusual in terms of how it played out. And in fact, if you were to look at it apples-to-apples, domestic versus international, we're growing our domestic RPQ, just as we said, quarter-over-quarter, and we think we will through engagement, through optimizations, et cetera.

Quick question on Meetic. And I apologize if I missed this, but can you talk a little bit about what stage you are in ramping that revenue growth?

I know it was essentially flat sequentially there, but I had also thought you had started some marketing there and we're seeing some really good results and what you kind of expect in that acceleration in the second half. And then the second question I had is, when you talked about Media & Other, kind of the 2 different components, you didn't mention the e-commerce companies like Shoebuy and Outletbuy and things like that.

Where does that fit in the strategy? Is there a potential that you might spin that out or sell that?

And if there's any other thoughts about maybe spinning out any of the other companies like a HomeAdvisor and anything like that?

Sure. I think on Meetic, I think that the revenue growth in this quarter was -- there's a lot of, I think, noise in those numbers.

I think revenue growth is growing nicely again on a -- on both a same dollar -- I don't really know the convert -- the currency issues, but I think we're getting a positive lift there. So I think when we think about that business for the year, I think we're thinking high single-digit revenue growth.

There are some mix issues going on there, which is a lot of our growth is coming from what we call our dating business there at the expense of our matching business there. So you lose some revenue on an ARPU basis there, which is going to tamp down revenue this year in the transition versus what it would otherwise be for PMC growth.

But in general, we're expecting positive high single-digit revenue growth for the year. What was -- I'm sorry, what was the other question?

Potential around spin-outs or strategy with the e-commerce business.

Yes, so that -- yes, well, there -- I'm choosing to focus on sort of 2 areas, I think, are our focus. We own Shoebuy.

We've owned Shoebuy for a long time. I certainly wouldn't say it's our focus.

But it's a good business. It's growing.

And I think that we have these sort of -- so you can start at the center and say this is what we most are and then there are other things that are less at, and Shoebuy is in that category. But we like the business, and I think that we have no immediate plans to do anything with any of our assets.

But we do always look to rationalize the business. And so that's part of who we are.

And we do revisit those things from time-to-time but no immediate plans.

We have one more question? We have 2 more questions.

Just one on Search, one on Match. First, do you think that Ask is taking share within its affiliate partnerships given Ask's perceived preferential treatment and based on its differential classification relative to the Google policy changes?

And then on Match, you've talked a lot about long-term Core strength. I'm just wondering if maybe you can give us a little more color on the impact on increased marketing spend on a niche dating websites by competitors.

And any thoughts of the long-term impact on Core, if that all sort of shifts towards developmental or niche in the long run?

Yes, I didn't understand your first question. Can you repeat that?

Preferential -- I didn't understand it.

Because our affiliate website -- our affiliate search partner is shifting some of their traffic to Ask because of the better monetization and some of the perceived preferential treatment you guys are getting with regards to the Google policy changes.

Look, I think we've certainly -- look, what we've picked up -- carry-on[ph] This last quarter. I don't know -- we've always picked up partnerships, so I'm not going to attribute it to any particular thing.

We think our pipeline is good. At the same time, I think one of the real interesting things that has come out of all of this is Yahoo!

and certain others have really stepped up and made competitive offerings to Google, which a lot of Google's partners have chosen to take. So I think that we are seeing competitive lift, but it's not as big as it would have been had Yahoo!

and Microsoft not really stepped in. I think that long term, that's actually great for us, right?

I mean, we are -- we love our relationship with Google. It is as strong as it's ever been.

But it's no secret that having a competitive marketplace, where people want to supply a bunch[ph] of listings for these things, really puts a safety net under the business, which is good for us. So I think the answer is yes but not transformatively so.

And yet the dynamics that lead to that are actually quite positive for us. On the Match side, look, we've always lived with competition.

The -- it wasn't long ago when eHarmony was outspending us by God knows what. So I think that we have grown this business throughout with other branded players in the marketplace.

I don't have the sense that the current environment is any more competitive from a sort of share of voice perspective than it's been. And as I said before, I think it's good.

We benefit -- the more people that come into the category, the better. So if there is a niche player out there who's speaking to a particular population in a way that our sites can't and getting people to come into the category, that's good for us.

And that leads to overall growth, at least historically, in a positive way. One more question.

So just one quick question, which is about About.com. Obviously, you guys acquired the property a little less than 1 year ago.

You provided us some details about the revenues, but I'm just kind of wondering, as we've seen a lot of the improvements you've made over the past year, can you talk a little bit about what more you see in terms of opportunities especially over the nearer term?

Sure. I think that, we sort of thought about About in sort of 2 phases.

There was the sort of clichéd low-hanging fruit, and then there was sort of longer-term opportunity. I think that in first year we have absolutely nailed it on the low-hanging fruit in terms of really orienting the sites in a different way, et cetera.

I think the longer-term stuff, which is well under way, I mean, we hired a new CEO a few quarters ago, Neil Vogel, who's doing a fantastic job, is really about the continued creation and distribution of content in a much more data-driven and optimized way. I think that the way that content was developed, paid for, distributed previously was, I don't want to say haphazard, but it was not oriented around a sort of concrete economic model.

And we think that we're going to be able to generate more content, distribute it more widely in a way that then leverages the monetization and other improvements that we've made throughout the site. So while I wouldn't expect 50% growth year-over-year into the future, we do expect strong double-digit growth for a while to come, and we feel really good about it.

So I think that's it. Thanks for joining us.

Again, we feel great about the business. We feel great about where we're heading.

We're going to have a very solid second half and looking forward to a really, really good 2014. So thanks for joining us, and we'll talk next quarter.