q1 2009 earning report of iac interactivecorp

IAC/INTERACTIVECORP

FORM 10-Q(Quarterly Report)

Filed 05/07/09 for the Period Ending 03/31/09

Address 152 WEST 57TH ST42ND FLOORNEW YORK, NY 10019

Telephone 2123147300CIK 0000891103

Symbol IACISIC Code 5990 - Retail Stores, Not Elsewhere Classified

Industry Retail (Catalog & Mail Order)Sector Services

Fiscal Year 12/31

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As filed with the Securities and Exchange Commission on May 7, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File No. 0-20570

IAC/INTERACTIVECORP (Exact name of registrant as specified in its charter)

555 West 18 th Street, New York, New York 10011

(Address of Registrant's principal executive offices)

(212) 314-7300 (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes � No �

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes � No �

�

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2009

or

�

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Delaware (State or other jurisdiction of incorporation or organization)

59-2712887 (I.R.S. Employer

Identification No.)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No �

As of April 24, 2009, the following shares of the Registrant's common stock were outstanding:

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of April, 24, 2009 was $1,783,542,784. For the purpose of the foregoing calculation only, all directors and executive officers of the Registrant are assumed to be affiliates of the Registrant.

Large accelerated filer � Accelerated filer � Non-accelerated filer � (Do not check if a smaller reporting company)

Smaller reporting company �

Common Stock 136,818,520 Class B Common Stock 12,799,999

Total outstanding Common Stock 149,618,519

PART I—FINANCIAL STATEMENTS

Item 1. Consolidated Financial Statements

IAC/INTERACTIVECORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

1

March 31,

2009 December 31,

2008 (unaudited) (audited)

(In thousands,

except share data) ASSETS

Cash and cash equivalents $ 1,792,795 $ 1,744,994 Marketable securities 216,528 125,592 Accounts receivable, net of allowance of $11,441 and $11,396, respectively 91,762 98,402 Other current assets 223,036 217,798

Total current assets 2,324,121 2,186,786 Property and equipment, net 313,196 326,961 Goodwill 1,894,740 1,910,295 Intangible assets, net 390,896 386,756 Long-term investments 141,221 120,582 Other non-current assets 309,526 319,218

TOTAL ASSETS $ 5,373,700 $ 5,250,598

LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Accounts payable, trade $ 54,238 $ 52,833 Deferred revenue 59,518 50,886 Accrued expenses and other current liabilities 199,341 182,285

Total current liabilities 313,097 286,004 Long-term obligations 95,844 95,844 Income taxes payable 406,814 403,043 Other long-term liabilities 23,204 15,400 Redeemable noncontrolling interest 27,541 22,771

Commitments and contingencies

SHAREHOLDERS' EQUITY: Common stock $.001 par value; authorized 1,600,000,000 shares; issued 222,181,178 and 210,217,183 shares,

respectively, and outstanding 137,331,646 and 127,809,801 shares, respectively 222 210 Class B convertible common stock $.001 par value; authorized 400,000,000 shares; issued 16,157,499 shares

and outstanding 12,799,999 shares 16 16 Additional paid-in capital 11,267,536 11,112,014 Retained earnings 199,059 227,445 Accumulated other comprehensive (loss) income (8,714 ) 2,180 Treasury stock 84,849,532 and 82,407,382 shares, respectively (6,950,919 ) (6,914,329 )

Total shareholders' equity 4,507,200 4,427,536

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 5,373,700 $ 5,250,598


CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


2

Three Months Ended March 31, 2009 2008

(In thousands, except per share data)

Revenue $ 332,010 $ 370,656 Costs and expenses: Cost of revenue (exclusive of depreciation shown separately below) 123,609 137,835 Selling and marketing expense 122,213 113,766 General and administrative expense 73,634 80,594 Product development expense 18,088 21,452 Depreciation 16,214 17,259 Amortization of non-cash marketing 2,305 2,796 Amortization of intangibles 8,015 8,062 Goodwill impairment 1,056 —

Total costs and expenses 365,134 381,764

Operating loss (33,124 ) (11,108 ) Other income (expense): Interest income 3,728 8,073 Interest expense (1,464 ) (11,978 ) Equity in (losses) income of unconsolidated affiliates (1,847 ) 5,779 Other income 146 9,817

Total other income, net 563 11,691

(Loss) earnings from continuing operations before income taxes (32,561 ) 583 Income tax benefit (provision) 2,679 (4,036 )

Loss from continuing operations (29,882 ) (3,453 ) Income from discontinued operations, net of tax 1,238 55,939

Net (loss) earnings (28,644 ) 52,486 Net loss attributable to noncontrolling interest 258 330

Net (loss) earnings attributable to IAC shareholders $ (28,386 ) $ 52,816

Per share information attributable to IAC shareholders: Basic loss per share from continuing operations $ (0.20 ) $ (0.02 ) Diluted loss per share from continuing operations $ (0.20 ) $ (0.02 )

Basic (loss) earnings per share $ (0.19 ) $ 0.38

Diluted (loss) earnings per share $ (0.19 ) $ 0.38

Non-cash compensation expense by function: Cost of revenue $ 824 $ 817 Selling and marketing expense 954 945 General and administrative expense 15,444 15,692 Product development expense 1,358 1,432

Total non-cash compensation expense $ 18,580 $ 18,886


CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(Unaudited)


3

Class B Convertible

Common Stock $.001 Par Value

Common Stock $.001 Par Value

Accum. Other Comp. (Loss) Income

Additional Paid-in Capital

Retained Earnings

Treasury Stock

Total $ Shares $ Shares (In thousands) Balance as of December 31, 2008 $ 4,427,536 $ 210 210,217 $ 16 16,157 $ 11,112,014 $ 227,445 $ 2,180 $ (6,914,329 ) Comprehensive loss: Net loss attributable to IAC shareholders for the three

months ended March 31, 2009 (28,386 ) — — — — — (28,386 ) — — Foreign currency translation, net of tax benefit of

$1,978 (4,142 ) — — — — — — (4,142 ) — Unrealized losses on available-for-sale securities, net

of tax benefit of $3,806 (6,752 ) — — — — — — (6,752 ) —

Comprehensive loss (39,280 )

Non-cash compensation expense 18,706 — — — — 18,706 — — — Issuance of common stock upon exercise of stock

options, vesting of restricted stock units and other, net of withholding taxes 5,424 — 419 — — 5,424 — — —

Income tax provision related to the exercise of stock options, vesting of restricted stock units and other (5,605 ) — — — — (5,605 ) — — —

Issuance of common stock upon the exercise of warrants 151,264 12 11,545 — — 151,252 — — —

Purchase of treasury stock (36,590 ) — — — — — — — (36,590 ) Fair value of redeemable noncontrolling interest

adjustment (255 ) — — — — (255 ) — — — Equity award modification to settle a vested stock

award for cash (14,000 ) — — — — (14,000 ) — — —

Balance as of March 31, 2009 $ 4,507,200 $ 222 222,181 $ 16 16,157 $ 11,267,536 $ 199,059 $ (8,714 ) $ (6,950,919 )


CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


4

Three Months Ended

March 31, 2009 2008 (In thousands) Cash flows from operating activities attributable to continuing operations: Net (loss) earnings $ (28,644 ) $ 52,486 Less: income from discontinued operations, net of tax (1,238 ) (55,939 )

Loss from continuing operations (29,882 ) (3,453 ) Adjustments to reconcile loss from continuing operations to net cash provided by operating activities attributable

to continuing operations: Depreciation 16,214 17,259 Amortization of intangibles 8,015 8,062 Goodwill impairment 1,056 — Non-cash compensation expense 18,580 18,886 Amortization of non-cash marketing 2,305 2,796 Deferred income taxes (3,937 ) (5,181 ) Equity in losses (income) of unconsolidated affiliates 1,847 (5,779 ) Net increase in the fair value of the derivatives created in the HSE sale and the Expedia spin-off — (6,586 ) Changes in current assets and liabilities: Accounts receivable 1,778 13,364 Other current assets 1,633 (9,261 ) Accounts payable and other current liabilities 19,122 (8,859 ) Income taxes payable 2,518 9,822 Deferred revenue 6,751 3,579 Other, net 2,699 1,951

Net cash provided by operating activities attributable to continuing operations 48,699 36,600

Cash flows from investing activities attributable to continuing operations: Acquisitions, net of cash acquired (11,537 ) (4,717 ) Capital expenditures (8,580 ) (15,848 ) Proceeds from sales and maturities of marketable securities 26,386 181,035 Purchases of marketable securities (118,033 ) (35,971 ) Purchases of long-term investments (1,211 ) (48,391 ) Other, net (8,402 ) 347

Net cash (used in) provided by investing activities attributable to continuing operations (121,377 ) 76,455

Cash flows from financing activities attributable to continuing operations: Purchase of treasury stock (29,176 ) (145,590 ) Issuance of common stock, net of withholding taxes 148,778 (6,016 ) Excess tax benefits from stock-based awards 86 195 Other, net 1,054 262

Net cash provided by (used in) financing activities attributable to continuing operations 120,742 (151,149 )

Total cash provided by (used in) continuing operations 48,064 (38,094 )

Net cash (used in) provided by operating activities attributable to discontinued operations (527 ) 112,966 Net cash used in investing activities attributable to discontinued operations — (430,250 ) Net cash used in financing activities attributable to discontinued operations — (8,582 )

Total cash used in discontinued operations (527 ) (325,866 ) Effect of exchange rate changes on cash and cash equivalents 264 12,708

Net increase (decrease) in cash and cash equivalents 47,801 (351,252 ) Cash and cash equivalents at beginning of period 1,744,994 1,585,302

Cash and cash equivalents at end of period $ 1,792,795 $ 1,234,050


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOU NTING POLICIES

Nature of Operations

IAC operates more than 35 leading and diversified Internet businesses across 40 countries... our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world. IAC includes the businesses comprising its Media & Advertising segment; its Match and ServiceMagic segments; the businesses comprising its Emerging Businesses segment; and certain investments in unconsolidated affiliates.

All references to "IAC," the "Company," "we," "our" or "us" in this report are to IAC/InterActiveCorp.

Basis of Presentation

The consolidated financial statements include the accounts of the Company, all entities that are wholly-owned by the Company and all voting controlled subsidiaries or affiliates of the Company. The Company has no variable interest entities. Intercompany transactions and accounts have been eliminated. Investments in entities in which the Company has the ability to exercise significant influence, but does not own a controlling voting interest, are accounted for using the equity method and are included in "Long-term investments" in the accompanying consolidated balance sheet.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2008, as amended.

Use of Estimates

Management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates.

Significant estimates underlying the accompanying consolidated financial statements include: recovery of marketable securities; the allowance for doubtful accounts and other revenue related allowances; recoverability of long-lived assets, including definite-lived intangible assets; recovery of goodwill and indefinite-lived intangible assets; recovery of derivative assets; income taxes payable and deferred income taxes, including related reserves and valuation allowances; and assumptions related to the determination of stock-based compensation.

5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continu ed)

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOU NTING POLICIES (Continued)

Goodwill and Indefinite-Lived Intangible Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), goodwill acquired in business combinations is assigned to the reporting units that are expected to benefit from the combination as of the acquisition date. The Company tests goodwill and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate that the assets might be impaired. If the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the excess is recorded. If the carrying amount of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment loss equal to the excess is recorded.

The Company's reporting units are consistent with its determination of its operating segments. Goodwill is tested for impairment at the reporting unit level. The Company's operating segments, reporting units and reportable segments are as follows:

Certain reporting units are currently operating in dynamic industry segments. These include IAC Search & Media and InstantAction.com. If actual operating results of these businesses vary significantly from anticipated results, the future impairments of goodwill and/or other intangible assets could occur. To illustrate the magnitude of potential impairment charges relative to future changes in estimated fair value, had the estimated fair value of each of these reporting units been hypothetically lower by 10% as of October 1, 2008, the aggregate book value of goodwill would have exceeded fair value by approximately $140 million at IAC Search & Media and $4 million at InstantAction.com. Had the estimated fair values of each of these reporting units been hypothetically lower by 20% as of October 1, 2008, the book value of goodwill would have exceeded fair value by approximately $330 million at IAC Search & Media and $8 million at InstantAction.com.

Reclassifications

Effective January 1, 2009, the Company adopted SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51" ("SFAS No. 160"). SFAS No. 160 changed the accounting for and reporting of minority interest (also referred to as noncontrolling interest) in the Company's consolidated financial statements. Upon adoption, such noncontrolling interests are reported on the consolidated balance sheet within shareholders' equity, separately from the Company's equity. However, in accordance with FASB Emerging Issues Task Force Topic No. D-98, "Classification and Measurement of Redeemable Securities," securities that are redeemable at the option of the holder and not solely within the control of the issuer, must be classified outside of shareholders' equity. Since the Company's noncontrolling interests are exercisable

6

Operating Segment and

Reporting Unit Reportable

Segment

IAC Search & Media Media & Advertising Citysearch Media & Advertising Match Match ServiceMagic ServiceMagic Shoebuy Emerging Businesses InstantAction.com Emerging Businesses Connected Ventures Emerging Businesses



NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOU NTING POLICIES (Continued)

outside the control of IAC these interests are included in the mezzanine section of the accompanying consolidated balance sheet, outside of shareholders' equity. Upon adoption of SFAS No. 160, certain prior period amounts were reclassified to conform to the current period financial statement presentation.

The accompanying unaudited consolidated statements of operations and cash flows for the three months ended March 31, 2008 have been reclassified to present Entertainment Publications, Inc. ("EPI"), which previously comprised IAC's former Entertainment segment, and HSN, Inc. ("HSNi"), Interval Leisure Group, Inc. ("ILG"), Ticketmaster Entertainment, Inc. ("Ticketmaster") and Tree.com, Inc. ("Tree.com"), which were spun-off into separate independent public companies on August 20, 2008 (the "Spin-Off"), as discontinued operations.

Certain prior period amounts have been reclassified to conform to the current year presentation.

NOTE 2—CONSOLIDATED FINANCIAL STATEMENT DETAILS

Property and equipment, net

Property and equipment, net is comprised of (in thousands):

Accumulated other comprehensive (loss) income

Accumulated other comprehensive (loss) income, net of tax, is comprised of (in thousands):

7

March 31, 2009 December 31, 2008 Buildings and leasehold improvements $ 227,290 $ 229,474 Computer equipment and capitalized software 194,765 222,131 Furniture and other equipment 41,143 41,767 Projects in progress 14,761 18,482 Land 5,117 5,117

483,076 516,971 Less: accumulated depreciation and amortization (169,880 ) (190,010 )

Property and equipment, net $ 313,196 $ 326,961

March 31, 2009 December 31, 2008 Foreign currency translation, net of tax $ 1,204 $ 5,346 Unrealized losses on available-for-sale securities, net of tax (9,918 ) (3,166 )

Accumulated other comprehensive (loss) income, net of tax $ (8,714 ) $ 2,180



NOTE 2—CONSOLIDATED FINANCIAL STATEMENT DETAILS (Co ntinued)

Revenue

Revenue is comprised of (in thousands):

Comprehensive (loss) income

Comprehensive (loss) income is comprised of (in thousands):

NOTE 3—INCOME TAXES

The Company calculates its interim income tax provision in accordance with Accounting Principles Board Opinion No. 28 and FASB Interpretation No. 18. At the end of each interim period, the Company makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date earnings or loss. The income tax provision or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, or judgment on the realizability of a beginning-of-the-year deferred tax asset in future years is recognized in the interim period in which the change occurs.

The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income (or loss) for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained or our tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the quarter in which the change occurs.

8

Three Months Ended March 31, 2009 2008 Service revenue $ 306,742 $ 346,109 Product revenue 25,268 24,547

Revenue $ 332,010 $ 370,656

Three Months Ended March 31, 2009 2008 Net (loss) earnings attributable to IAC shareholders $ (28,386 ) $ 52,816

Foreign currency translation, net of tax (4,142 ) 21,418 Unrealized losses on available-for-sale securities, net of tax (6,752 ) (16,994 )

Other comprehensive (loss) income (10,894 ) 4,424

Comprehensive (loss) income $ (39,280 ) $ 57,240



NOTE 3—INCOME TAXES (Continued)

For the three months ended March 31, 2009, the Company recorded an income tax benefit for continuing operations of $2.7 million on a pre-tax loss of $32.6 million which represents an effective tax rate of 8%. For the three months ended March 31, 2008, the Company recorded an income tax provision for continuing operations of $4.0 million on pre-tax income of $0.6 million. The tax rate for the three months ended March 31, 2009 is lower than the federal statutory rate of 35% due principally to an increase in the valuation allowance on deferred tax assets related to losses from equity investments, non-deductible transaction costs related to the pending sale of Match Europe to Meetic, interest on tax contingencies and state taxes, partially offset by foreign income taxed at lower rates. The tax rate for the three months ended March 31, 2008 is higher than the federal statutory rate of 35% due principally to non-deductible costs related to the Spin-Off, interest on tax contingencies, a write-off of a deferred tax asset related to executive compensation and state taxes, partially offset by foreign income taxed at lower rates.

At March 31, 2009 and December 31, 2008, unrecognized tax benefits, including interest, were $422.9 million and $422.3 million, respectively. Total unrecognized tax benefits as of March 31, 2009 include $15.9 million that have been netted against the related deferred tax assets. Of the remaining balance, $406.8 million and $0.2 million are reflected in "non-current income taxes payable" and "accrued expenses and other current liabilities", respectively. Unrecognized tax benefits for the three months ended March 31, 2009 increased by $0.6 million due principally to interest, partially offset by the effective settlement of certain prior year tax positions with the Internal Revenue Service ("IRS") relating to the reversal of deductible temporary differences. Included in unrecognized tax benefits at March 31, 2009 is $125.7 million for tax positions which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. If unrecognized tax benefits as of March 31, 2009 are subsequently recognized, $67.4 million and $179.9 million, net of related deferred tax assets and interest, would reduce income tax expense from continuing operations and discontinued operations, respectively. In addition, a continuing operations tax provision of $55.1 million would be required upon the subsequent recognition of unrecognized tax benefits for an increase in the Company's valuation allowance against certain deferred tax assets.

The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. Included in the income tax benefit for continuing operations for the three months ended March 31, 2009 is a $2.6 million expense, net of related deferred taxes of $1.7 million, for interest on unrecognized tax benefits. At March 31, 2009 and December 31, 2008, the Company has accrued $53.5 million and $49.7 million, respectively, for the payment of interest. There are no material accruals for penalties.

The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by the Company are recorded in the period they become known.

The IRS is currently examining the Company's tax returns for the years ended December 31, 2001 through 2003. The statute of limitations for these years has been extended to December 31, 2009. Various state, local and foreign jurisdictions are currently under examination, the most significant of

9



NOTE 3—INCOME TAXES (Continued)

which are California, Florida, New York and New York City, for various tax years beginning with December 31, 2001. These examinations are expected to be completed by 2010. In early 2009, the IRS commenced an audit of the Company's tax returns for the years ended December 31, 2004 through 2006. The statue of limitations for these years has been extended and this examination is expected to be completed in 2011. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $13.0 million within twelve months of the current reporting date primarily due to the reversal of deductible temporary differences which will primarily result in a corresponding increase in net deferred tax liabilities. An estimate of other changes in unrecognized tax benefits, while potentially significant, cannot be made.

NOTE 4—GOODWILL AND INTANGIBLE ASSETS

The balance of goodwill and intangible assets, net is as follows (in thousands):

The following table presents the balance of goodwill by segment, including the changes in the carrying amount of goodwill, for the three months ended March 31, 2009 (in thousands):

Additions relate to acquisitions. Deductions principally relate to the sale of ReserveAmerica on January 31, 2009.

10

March 31, 2009 December 31, 2008 Goodwill $ 1,894,740 $ 1,910,295 Intangible assets with indefinite lives 337,313 337,313 Intangible assets with definite lives, net 53,583 49,443

Total goodwill and intangible assets, net $ 2,285,636 $ 2,297,051

Balance as of January 1,

2009 Additions (Deductions) Impairment

Foreign Exchange

Translation

Balance as of March 31,

2009 Media & Advertising $ 1,461,097 $ 8,028 $ (1,407 ) $ — $ 3 $ 1,467,721 Match 225,558 — — — 760 226,318 ServiceMagic 107,369 5,053 (1,802 ) — 281 110,901 Emerging Businesses 116,271 — (25,109 ) (1,056 ) (306 ) 89,800

Total $ 1,910,295 $ 13,081 $ (28,318 ) $ (1,056 ) $ 738 $ 1,894,740



NOTE 4—GOODWILL AND INTANGIBLE ASSETS (Continued)

Intangible assets with indefinite lives relate to trade names and trademarks acquired in various acquisitions. At March 31, 2009, intangible assets with definite lives relate to the following (in thousands):

At December 31, 2008, intangible assets with definite lives relate to the following (in thousands):

Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on December 31, 2008 balances, such amortization for the next five years and thereafter is estimated to be as follows (in thousands):

11

Cost

Accumulated

Amortization Net

Weighted-Average

Amortization Life (Years)

Technology $ 115,190 $ (84,560 ) $ 30,630 4.9 Supplier agreements 23,595 (11,290 ) 12,305 6.0 Distribution agreements 4,600 (4,258 ) 342 4.0 Customer lists 2,559 (2,320 ) 239 1.6 Other 22,676 (12,609 ) 10,067 3.4

Total $ 168,620 $ (115,037 ) $ 53,583

Cost

Accumulated

Amortization Net

Weighted-Average

Amortization Life (Years)

Technology $ 113,599 $ (78,617 ) $ 34,982 4.9 Supplier agreements 22,370 (10,302 ) 12,068 6.0 Distribution agreements 4,600 (3,969 ) 631 4.0 Customer lists 2,639 (2,472 ) 167 1.8 Other 17,846 (16,251 ) 1,595 2.8

Total $ 161,054 $ (111,611 ) $ 49,443

Years Ending December 31, 2009 $ 27,821 2010 14,942 2011 2,500 2012 2,267 2013 1,363 2014 550

$ 49,443



NOTE 5—EARNINGS PER SHARE

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

(a)

Three Months Ended March 31, 2009 2008 Basic Diluted Basic Diluted (In thousands, except per share data) Numerator: Loss from continuing operations $ (29,882 ) $ (29,882 ) $ (3,453 ) $ (3,453 ) Net loss attributable to noncontrolling interest 258 258 330 330

Loss from continuing operations attributable to IAC shareholders (a) (29,624 ) (29,624 ) (3,123 ) (3,123 ) Income from discontinued operations, net of tax 1,238 1,238 55,939 55,939

Net (loss) earnings attributable to IAC shareholders $ (28,386 ) $ (28,386 ) $ 52,816 $ 52,816

Denominator: Weighted average basic shares outstanding 147,776 147,776 139,383 139,383 Dilutive securities including stock options, warrants and RSUs — — — —

Denominator for earnings per share—weighted average shares (b) 147,776 147,776 139,383 139,383

(Loss) earnings per share attributable to IAC shareholders: Loss per share from continuing operations $ (0.20 ) $ (0.20 ) $ (0.02 ) $ (0.02 ) Discontinued operations, net of tax 0.01 0.01 0.40 0.40

(Loss) earnings per share $ (0.19 ) $ (0.19 ) $ 0.38 $ 0.38

For the three months ended March 31, 2008, approximately 0.2 million weighted average common shares related to the assumed conversion of the Ask Zero Coupon Convertible Subordinated Notes due June 1, 2008 (the "Convertible Notes") were excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. During the second quarter of 2008 all outstanding Convertible Notes were fully converted.

(b) Weighted average common shares outstanding include the incremental shares that would be issued upon the assumed exercise of stock options and warrants, vesting of restricted stock units and conversion of the Convertible Notes if the effect is dilutive. Because the Company had a loss from continuing operations for both the three months ended March 31, 2009 and 2008, no potentially dilutive securities were included in the denominator for computing diluted earnings per share, since their impact would be anti-dilutive. Accordingly, the weighted average basic shares outstanding were used to compute all earnings per share amounts. For the three months ended March 31, 2009 and 2008, approximately 39.2 million and 53.4 million shares, respectively, related to potentially dilutive securities were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

12



NOTE 6—SEGMENT INFORMATION

The overall concept that IAC employs in determining its operating segments is to present the financial information in a manner consistent with how the chief operating decision maker and executive management view the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of products or services offered or the target market. Entities included in discontinued operations, as described in Note 8, are excluded from the schedules below. Operating segments are combined for reporting purposes if they have similar economic characteristics and meet the aggregation criteria of SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information."

The Company's primary metric is Operating Income Before Amortization, which is defined as operating income excluding, if applicable: (1) non-cash compensation expense, (2) amortization of non-cash marketing, (3) amortization and impairment of intangibles, (4) goodwill impairment, (5) pro forma adjustments for significant acquisitions, and (6) one-time items. The Company believes this measure is useful to investors because it represents the consolidated operating results from IAC's segments, taking into account depreciation, which it believes is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses, including non-cash compensation, non-cash marketing, and acquisition related accounting. IAC endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence, financial statements

13

Three Months Ended March 31, 2009 2008 (In thousands) Revenue: Media & Advertising $ 167,620 $ 215,538 Match 90,060 90,536 ServiceMagic 31,353 28,948 Emerging Businesses 44,022 43,763 Inter-segment elimination (1,045 ) (8,129 )

Total $ 332,010 $ 370,656

Three Months Ended March 31, 2009 2008 (In thousands) Operating Income (Loss): Media & Advertising $ 1,088 $ 31,299 Match 9,742 7,136 ServiceMagic 2,003 5,610 Emerging Businesses (12,700 ) (9,308 ) Corporate (33,257 ) (45,845 )

Total $ (33,124 ) $ (11,108 )



NOTE 6—SEGMENT INFORMATION (Continued)

prepared in accordance with generally accepted accounting principles, and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.

The following tables reconcile Operating Income Before Amortization to operating income (loss) for the Company's reporting segments and to net (loss) earnings attributable to IAC shareholders in total (in thousands):

14

Three Months Ended March 31, 2009 2008 (In thousands) Operating Income Before Amortization: Media & Advertising $ 10,134 $ 37,529 Match 9,941 10,139 ServiceMagic 2,801 6,149 Emerging Businesses (11,056 ) (7,825 ) Corporate (14,988 ) (27,356 )

Total $ (3,168 ) $ 18,636

Three Months Ended March 31, 2009

Operating Income Before

Amortization

Non-Cash Compensation

Expense

Amortization

of Non-Cash Marketing

Amortization

of Intangibles Goodwill

Impairment Operating

Income (Loss) Media & Advertising $ 10,134 $ (147 ) $ (2,305 ) $ (6,594 ) $ — $ 1,088 Match 9,941 (77 ) — (122 ) — 9,742 ServiceMagic 2,801 (150 ) — (648 ) — 2,003 Emerging Businesses (11,056 ) 63 — (651 ) (1,056 ) (12,700 ) Corporate (14,988 ) (18,269 ) — — — (33,257 )

Total $ (3,168 ) $ (18,580 ) $ (2,305 ) $ (8,015 ) $ (1,056 ) (33,124 )

Other income, net 563

Loss from continuing operations before income taxes (32,561 ) Income tax benefit 2,679

Loss from continuing operations (29,882 ) Income from discontinued operations, net of tax 1,238

Net loss (28,644 ) Net loss attributable to noncontrolling interest 258

Net loss attributable to IAC shareholders $ (28,386 )




The following table presents depreciation by segment:

The Company maintains operations in the United States, the United Kingdom and other international territories. Geographic information about the United States and international territories is presented below:

15

Three Months Ended March 31, 2008

Operating Income Before

Amortization

Non-Cash Compensation

Expense

Amortization

of Non-Cash Marketing

Amortization

of Intangibles Operating

Income (Loss) Media & Advertising $ 37,529 $ — $ — $ (6,230 ) $ 31,299 Match 10,139 — (2,796 ) (207 ) 7,136 ServiceMagic 6,149 (156 ) — (383 ) 5,610 Emerging Businesses (7,825 ) (241 ) — (1,242 ) (9,308 ) Corporate (27,356 ) (18,489 ) — — (45,845 )

Total $ 18,636 $ (18,886 ) $ (2,796 ) $ (8,062 ) (11,108 )

Other income, net 11,691

Earnings from continuing operations before income taxes 583 Income tax provision (4,036 )

Loss from continuing operations (3,453 ) Income from discontinued operations, net of tax 55,939

Net earnings 52,486 Net loss attributable to noncontrolling interest 330

Net earnings attributable to IAC shareholders $ 52,816

Three Months Ended March 31, 2009 2008 (In thousands) Depreciation: Media & Advertising $ 8,537 $ 9,508 Match 2,408 2,075 ServiceMagic 801 794 Emerging Businesses 1,709 1,628 Corporate 2,759 3,254

Total $ 16,214 $ 17,259

Three Months Ended March 31, 2009 2008 (In thousands) Revenue: United States $ 271,937 $ 298,401 All other countries 60,073 72,255

Total $ 332,010 $ 370,656




NOTE 7—FAIR VALUE MEASUREMENTS

In accordance with SFAS No. 157, "Fair Value Measurements," the Company categorizes its assets and liabilities measured at fair value into a fair value hierarchy that prioritizes the assumptions used in pricing the asset or liability into the following three levels:

•

March 31,

2009

December 31,

2008 (In thousands) Long-lived assets (excluding goodwill and intangible assets): United States $ 311,146 $ 324,734 All other countries 2,050 2,227

Total $ 313,196 $ 326,961

Level 1: Observable inputs such as quoted prices for identical assets and liabilities in active markets obtained from independent sources.

• Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs that are derived principally from or corroborated by observable market data.

• Level 3: Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the asset or liability.

The following tables present the Company's assets and liabilities that are measured at fair value on a recurring basis:

16

March 31, 2009

Quoted Market

Prices in Active

Markets for Identical Assets

(Level 1)

Significant Other

Observable

Inputs (Level 2)

Significant Unobservable

Inputs

(Level 3)

Total Fair Value

Measurements (In thousands) Marketable securities $ 215,484 $ 1,044 $ — $ 216,528 Long-term investments 27,875 — 10,020 37,895 Derivative asset created in the HSE sale — — 53,582 53,582

Total $ 243,359 $ 1,044 $ 63,602 $ 308,005



NOTE 7—FAIR VALUE MEASUREMENTS (Continued)

The following tables present the changes in the Company's assets and liabilities that are measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

There were no gains or losses included in earnings for the three months ended March 31, 2009 relating to the Company's assets and liabilities that are measured at fair value on a recurring basis

17

December 31, 2008

Quoted Market

Prices in Active

Markets for Identical Assets

(Level 1)

Significant Other

Observable

Inputs (Level 2)

Significant Unobservable

Inputs

(Level 3)

Total Fair Value

Measurements (In thousands) Marketable securities $ 124,741 $ 851 $ — $ 125,592 Long-term investments 38,760 — 10,725 49,485 Derivative asset created in the HSE sale — — 57,189 57,189

Total $ 163,501 $ 851 $ 67,914 $ 232,266

For The Three Months Ended March 31, 2009

Long-Term Investments

Derivative Asset Created in the

HSE Sale (In thousands) Balance at January 1, 2009 $ 10,725 $ 57,189 Total net gains or losses (unrealized): Included in other comprehensive income (705 ) (3,607 )

Balance at March 31, 2009 $ 10,020 $ 53,582

For The Three Months Ended March 31, 2008

Long-Term

Investments

Net Derivatives Created in the

Expedia Spin-Off

Derivative Asset

Created in the HSE Sale

(In thousands) Balance at January 1, 2008 $ 14,763 $ 1,100 $ 54,656 Total net gains or losses (realized and unrealized): Included in earnings — 2,300 4,286 Included in other comprehensive income (970 ) — 4,061

Balance at March 31, 2008 $ 13,793 $ 3,400 $ 63,003




using significant unobservable inputs (Level 3). The following table presents the gains and losses included in earnings for the three months ended March 31, 2008:

Long-term investments

Long-term investments in the tables above that are measured at fair value using significant unobservable inputs (Level 3) are available-for-sale auction rate securities accounted for in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." The auction rate securities are valued by discounting the estimated future cash flow streams of the securities over the life of the securities. Credit spreads and other risk factors are also considered in establishing a fair value. At March 31, 2009, the auction rate securities are rated either AA-/Baa1 or A/Baa1. Due to their high credit rating and the Company's ability and intent to hold these securities until recovery, the unrealized loss of $5.0 million related to these securities is not considered to be an other-than-temporary impairment at March 31, 2009. The auction rate securities mature in 2025 and 2035.

Derivative asset created in the HSE sale

As consideration for the sale of Home Shopping Europe GmbH & Co. KG, and its affiliated station HSE24 ("HSE") on June 19, 2007, IAC received approximately 5.5 million shares of ARO stock (the "ARO Shares") plus additional consideration in the form of a contingent value right ("CVR"). The CVR has value of up to €54 million within three years from the date of sale. ARO shares are listed on the German stock exchange (XETRA: ARO) and as a result, IAC is exposed to changes in ARO's stock price. The ultimate value of the CVR is dependent, in part, upon the average closing value of the ARO Shares for the 90 days preceding June 19, 2010 (the "Average Value"). To the extent that the Average Value is equal to or less than €141 million, IAC will receive a cash payment equal to €54 million. To the extent that the Average Value is equal to or greater than €195 million, IAC will receive no additional consideration. To the extent that the Average Value is between €141 million and €195 million, IAC will receive a pro rata portion of the €54 million. If the closing value of an ARO share equals or exceeds €35.68 per share for at least 30 consecutive trading days during the three year period from June 20, 2007 through June 19, 2010, the CVR expires without any payment being made. The CVR is accounted for as a derivative asset and maintained at fair value using Monte Carlo

18

Net Derivatives Created in the

Expedia Spin-Off

Derivative Asset

Created in the HSE Sale

(In thousands) Total gains included in earnings for the three months ended March 31, 2008: Other income $ 2,300 $ 4,286

Total $ 2,300 $ 4,286

Change in unrealized gains relating to assets and liabilities still held at March 31, 2008:

Other income $ 2,300 $ 4,286

Total $ 2,300 $ 4,286




simulation relying on various observable and unobservable inputs including risk free interest rates, stock price volatility and credit risk. The CVR is included in "Other non-current assets" in the accompanying consolidated balance sheet.

NOTE 8—DISCONTINUED OPERATIONS

On August 20, 2008, IAC completed the spin-off of HSNi, ILG, Ticketmaster and Tree.com. In addition, on May 30, 2008, IAC sold EPI. Accordingly, discontinued operations include, HSNi, ILG, Ticketmaster, Tree.com and EPI through March 31, 2008 and Quiz TV Limited and iBuy for all periods presented.

The net revenue and net earnings for the aforementioned discontinued operations for the applicable periods were as follows (in thousands):

NOTE 9—CONTINGENCIES

In the ordinary course of business, the Company is a party to various lawsuits. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where we believe an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against us, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of the Company, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. It is possible that an unfavorable outcome of one or more of these lawsuits could have a material impact on the liquidity, results of operations, or financial condition of the Company. The Company also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Note 3 for additional information related to income tax contingencies.

NOTE 10—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental Disclosure of Non-Cash Transactions

On January 31, 2009, IAC completed the sale of ReserveAmerica to The Active Network, Inc. ("Active") and received approximately 3.5 million shares of Active convertible preferred stock, valued at $33.3 million.

19

Three Months Ended

March 31, 2009 2008 Revenue $ — $ 1,232,962

Earnings before income taxes and noncontrolling interest $ 2,278 $ 83,560 Income tax provision (1,040 ) (28,186 ) Net loss attributable to noncontrolling interest — 565

Net earnings $ 1,238 $ 55,939

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Management Overview

IAC operates more than 35 leading and diversified Internet businesses across 40 countries... our mission is to harness the power of interactivity to make daily life easier and more productive for people all over the world. IAC includes the businesses comprising its Media & Advertising segment; its Match and ServiceMagic segments; the businesses comprising its Emerging Businesses segment; and certain investments in unconsolidated affiliates.

All references to "IAC," the "Company," "we," "our" or "us" in this report are to IAC/InterActiveCorp.

For a more detailed presentation of the Company's operating businesses, see the Company's annual report on Form 10-K for the year ended December 31, 2008, as amended.

Results of Operations for the three months ended March 31, 2009 compared to the three months ended March 31, 2008

Set forth below are the contributions made by our various segments and corporate operations to consolidated revenue, operating income (loss) and Operating Income Before Amortization (as defined in IAC's Principles of Financial Reporting) for the three months ended March 31, 2009 and 2008 (Dollars in thousands).

20

Three Months Ended March 31, 2009 Growth 2008 Revenue: Media & Advertising $ 167,620 (22 )% $ 215,538 Match 90,060 (1 )% 90,536 ServiceMagic 31,353 8 % 28,948 Emerging Businesses 44,022 1 % 43,763 Inter-segment elimination (1,045 ) 87 % (8,129 )

Total $ 332,010 (10 )% $ 370,656

Three Months Ended March 31, 2009 Growth 2008 Operating Income (Loss): Media & Advertising $ 1,088 (97 )% $ 31,299 Match 9,742 37 % 7,136 ServiceMagic 2,003 (64 )% 5,610 Emerging Businesses (12,700 ) (36 )% (9,308 ) Corporate (33,257 ) 27 % (45,845 )

Total $ (33,124 ) (198 )% $ (11,108 )

Refer to Note 6 to the consolidated financial statements for reconciliations by segment of Operating Income Before Amortization to Operating Income (Loss).

Consolidated Results

Revenue

Revenue in 2009 decreased $38.6 million from 2008 primarily as a result of a decrease of $47.9 million from Media & Advertising, partially offset by an increase of $2.4 million from ServiceMagic. The decrease from Media & Advertising was driven by a sharp decline in network revenue, resulting from the discontinuation of relationships with certain partners that took place during 2008 in conjunction with the renewed Google agreement, and fewer queries across proprietary properties, particularly at Fun Web Products and Ask.com. Partially offsetting these declines is the continued growth in partners and queries at the Ask toolbar business and the favorable impact from the acquisition of Lexico, which includes Dictionary.com and Thesaurus.com, on July 3, 2008. The increase in revenue at ServiceMagic reflects a more active service provider network and a 13% increase in service requests driven by increased marketing efforts.

Cost of revenue

bp = basis points

Cost of revenue consists primarily of traffic acquisition costs, compensation and other employee-related costs (including stock-based compensation) for personnel engaged in data center functions, the cost of products sold and shipping and handling costs. Traffic acquisition costs consist of revenue share payments to partners that have distributed toolbars and/or integrated paid listings into their websites and similar arrangements with third parties who direct traffic to our websites.

Cost of revenue in 2009 decreased $14.2 million from 2008 primarily due to decreases of $15.1 million from Media & Advertising and $4.3 million from Match, partially offset by increases of $3.6 million from ServiceMagic. The decrease in cost of revenue was primarily due to decreases of $18.6 million and $4.3 million in traffic acquisition costs from Media & Advertising and Match, respectively. Overall traffic acquisition costs from Media & Advertising during the quarter decreased as a direct result of a decrease in network revenue, partially offset by growth in distribution revenue included as a component of proprietary revenue at IAC Search & Media. The decrease in traffic

21

Three Months Ended March 31, 2009 Growth 2008 Operating Income Before Amortization: Media & Advertising $ 10,134 (73 )% $ 37,529 Match 9,941 (2 )% 10,139 ServiceMagic 2,801 (54 )% 6,149 Emerging Businesses (11,056 ) (41 )% (7,825 ) Corporate (14,988 ) 45 % (27,356 )

Total $ (3,168 ) NM $ 18,636

Three Months Ended March 31, 2009 % Change 2008 (Dollars in thousands) Cost of revenue $123,609 (10)% $137,835 As a percentage of total revenue 37% 4 bp 37%

acquisition costs from Match was due primarily to improved economics from agreements with certain domestic distribution partners. Partially offsetting these decreases was an increase in traffic acquisition costs from ServiceMagic as growth in service requests from paid channels outpaced growth in free requests.

Selling and marketing expense

Selling and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in customer service and sales functions. Advertising and promotional expenditures include online marketing, including fees paid to search engines, and offline marketing, including television, radio and print advertising.

Selling and marketing expense in 2009 increased $8.4 million from 2008 primarily due to increases of $5.4 million from Media & Advertising, $2.1 million from Emerging Businesses and $1.0 million from ServiceMagic. The increase in selling and marketing expense from Media & Advertising is primarily due to an increase of $6.7 million in advertising and promotional expenditures, including those associated with the NASCAR partnership, partially offset by a decrease of $1.0 million in compensation and other employee-related costs. Selling and marketing expense from Emerging Businesses increased primarily due to increases of $0.9 million and $0.7 million in advertising and promotional expenditures and compensation and other employee-related costs, respectively. Also contributing to the increase in selling and marketing expense is an increase of $0.9 million in compensation and other employee-related costs from ServiceMagic primarily related to the expansion of its sales force.

General and administrative expense

General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, human resources and executive management functions, facilities costs and fees for professional services.

General and administrative expense in 2009 decreased $7.0 million from 2008 primarily due to a decrease of $11.4 million from corporate, partially offset by an increase of $3.1 million from Match and $1.3 million from ServiceMagic. The decrease from corporate is principally due to the inclusion in the prior year period of $8.6 million in expenses related to the spin-off of HSN, Inc. ("HSNi"), Interval Leisure Group, Inc. ("ILG"), Ticketmaster Entertainment, Inc. ("Ticketmaster") and Tree.com, Inc. ("Tree.com") (the "Spin-Off') as well as a decrease in non-Spin-Off related professional fees. General and administrative expense from Match increased primarily due to $3.3 million in expenses in the current year period associated with the pending sale of Match Europe to Meetic. The ServiceMagic

22

Three Months Ended March 31, 2009 % Change 2008 (Dollars in thousands) Selling and marketing expense $122,213 7% $113,766 As a percentage of total revenue 37% 612 bp 31%

Three Months Ended March 31, 2009 % Change 2008 (Dollars in thousands) General and administrative expense $73,634 (9)% $80,594 As a percentage of total revenue 22% 44 bp 22%

increase in general and administrative expense was primarily due to an increase of $0.6 million in compensation and other employee-related costs.

Product development expense

Product development expense consists primarily of compensation and other employee-related costs (including stock-based compensation) that are not capitalized for personnel engaged in the design, development, testing and enhancement of technology.

Product development expense in 2009 decreased $3.4 million from 2008 primarily due to a decrease of $3.1 million in compensation and other employee-related costs from Media & Advertising which is due in part to a 6% decrease in average headcount at IAC Search & Media.

Depreciation

Depreciation in 2009 decreased $1.0 million from 2008 primarily due to certain fixed assets becoming fully depreciated during the period, partially offset by the incremental depreciation associated with capital expenditures made during 2009 and 2008.

Operating Income Before Amortization

Operating Income Before Amortization in 2009 decreased $21.8 million from 2008 primarily due to decreases of $27.4 million, $3.3 million and $3.2 million from Media & Advertising, ServiceMagic and Emerging Businesses, respectively. These decreases in Operating Income Before Amortization were partially offset by a decrease of $12.4 million in corporate expenses due in part to the inclusion in the prior year period of $8.6 million in expenses related to the Spin-Off.

The overall decrease in Operating Income Before Amortization reflects lower revenue from Media & Advertising, a shift in mix to lower revenue generating service requests and increased traffic acquisition costs from ServiceMagic, and increased operating expenses from Emerging Businesses primarily related to The Daily Beast and InstantAction.com.

23

Three Months Ended March 31, 2009 % Change 2008 (Dollars in thousands) Product development expense $18,088 (16)% $21,452 As a percentage of total revenue 5% (34) bp 6%

Three Months Ended March 31, 2009 % Change 2008 (Dollars in thousands) Depreciation $16,214 (6)% $17,259 As a percentage of total revenue 5% 23 bp 5%

Three Months Ended March 31, 2009 % Change 2008 (Dollars in thousands) Operating Income Before Amortization $(3,168) NM $18,636 As a percentage of total revenue (1)% NM 5%

Operating loss

Operating loss in 2009 increased $22.0 million from 2008 primarily due to the $21.8 million decrease in Operating Income Before Amortization described above and a goodwill impairment charge of $1.1 million, partially offset by decreases of $0.5 million in amortization of non-cash marketing and $0.3 million in non-cash compensation expense. The amortization of non-cash marketing referred to in this report consists of non-cash advertising secured from Universal Television as part of the transaction pursuant to which Vivendi Universal Entertainment, LLLP ("VUE") was created, and the subsequent transaction by which IAC sold its partnership interests in VUE.

At March 31, 2009, there was $141.5 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 2.7 years.

Other income (expense)

Interest income in 2009 decreased $4.3 million from 2008 primarily due to the impact of lower average interest rates and from a reallocation of investments during the second half of 2008 into lower yielding treasury and government agency funds. Interest expense in 2009 decreased $10.5 million from 2008 as the amount of outstanding debt decreased year over year due to the extinguishment of $734.2 million of the Company's 7% Senior Notes due 2013 (the "Senior Notes") in connection with the Spin-Off. The remaining outstanding principal of the Senior Notes at March 31, 2009 is $15.8 million.

Equity in (losses) income of unconsolidated affiliates in 2009 decreased $7.6 million from 2008 primarily due to the inclusion in the prior year period of $7.2 million related to the equity in earnings of our former investment in Jupiter Shop Channel Co., Ltd., a Japanese TV shopping company.

Other income in 2009 decreased $9.7 million from 2008 primarily due to gains of $6.6 million included in the prior year period related to the increase in the value of the derivative assets received in connection with the 2007 sale of Home Shopping Europe GmbH & Co. KG, and its affiliated station HSE24, and created in connection with the Expedia spin-off.

Income tax provision

In 2009, the Company recorded an income tax benefit for continuing operations of $2.7 million on a pre-tax loss of $32.6 million, which represents an effective tax rate of 8%. This rate is lower than the federal statutory rate of 35% due principally to an increase in the valuation allowance on deferred tax assets related to losses from equity investments, non-deductible transaction costs related to the pending sale of Match Europe to Meetic, interest on tax contingencies and state taxes, partially offset by foreign income taxed at lower rates. In 2008, the Company recorded an income tax provision for continuing

24

Three Months Ended March 31, 2009 % Change 2008 (Dollars in thousands) Operating loss $(33,124) (198)% $(11,108) As a percentage of total revenue (10)% (698) bp (3)%

Three Months Ended March 31, 2009 % Change 2008 (Dollars in thousands) Other income (expense): Interest income $3,728 (54)% $8,073 Interest expense (1,464) 88% (11,978) Equity in (losses) income of unconsolidated affiliates (1,847) NM 5,779 Other income 146 (99)% 9,817

operations of $4.0 million on pre-tax income of $0.6 million. The effective tax rate was higher than the statutory rate of 35% due principally to non-deductible costs related to the Spin-Off, interest on tax contingencies, a write-off of a deferred tax asset related to executive compensation and state taxes, partially offset by foreign income taxed at lower rates.

At March 31, 2009 and December 31, 2008, the Company had unrecognized tax benefits of $369.4 million and $372.6 million, respectively. Unrecognized tax benefits for the three months ended March 31, 2009 decreased by $3.2 million due to the effective settlement of certain prior year tax positions with the Internal Revenue Service ("IRS") relating to the reversal of deductible temporary differences. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. Included in the income tax benefit for continuing operations for the three months ended March 31, 2009 is a $2.6 million expense, net of related deferred taxes of $1.7 million for interest on unrecognized tax benefits. At March 31, 2009 and December 31, 2008, the Company has accrued $53.5 million and $49.7 million, respectively, for the payment of interest. There are no material accruals for penalties.

The Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year tax returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by the Company are recorded in the period they become known.

The IRS is currently examining the Company's tax returns for the years ended December 31, 2001 through 2003. The statute of limitations for these years has been extended to December 31, 2009. Various state, local and foreign jurisdictions are currently under examination, the most significant of which are California, Florida, New York and New York City, for various tax years beginning with December 31, 2001. These examinations are expected to be completed by 2010. In early 2009, the IRS commenced an audit of the Company's tax returns for the years ended December 31, 2004 through 2006. The statute of limitations for these years has been extended and this examination is expected to be completed in 2011. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by $13.0 million within twelve months of the current reporting date primarily due to the reversal of deductible temporary differences which will primarily result in a corresponding increase in net deferred tax liabilities. An estimate of other changes in unrecognized tax benefits, while potentially significant, cannot be made.

Discontinued operations

Discontinued operations in the accompanying unaudited consolidated statement of operations include HSNi, ILG, Ticketmaster, Tree.com and Entertainment Publications, Inc. ("EPI") through March 31, 2008, and Quiz TV Limited and iBuy for all periods presented. Results from these discontinued operations, net of tax, in 2009 and 2008 were income of $1.2 million and $55.9 million, respectively. The 2009 amount is principally due to the income of iBuy. The 2008 amount is principally due to the income of Ticketmaster, ILG and HSNi, partially offset by losses of EPI and Tree.com.

25

Recoverability of Goodwill and Indefinite-Lived Intangible Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), we review the carrying value of goodwill and indefinite lived intangible assets on an annual basis as of October 1 or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We determine the fair value of a reporting unit based upon an evaluation of its expected discounted cash flows. This discounted cash flow analysis utilizes an evaluation of historical and forecasted operating results. The determination of discounted cash flows is based upon forecasted operating results that may not occur.

Certain reporting units are currently operating in dynamic industry segments. These include IAC Search & Media and InstantAction.com. If actual operating results of these businesses vary significantly from anticipated results, the future impairments of goodwill and/or other intangible assets could occur. To illustrate the magnitude of potential impairment charges relative to future changes in estimated fair value, had the estimated fair value of each of these reporting units been hypothetically lower by 10% as of October 1, 2008, the aggregate book value of goodwill would have exceeded fair value by approximately $140 million at IAC Search & Media and $4 million at InstantAction.com. Had the estimated fair values of each of these reporting units been hypothetically lower by 20% as of October 1, 2008, the book value of goodwill would have exceeded fair value by approximately $330 million at IAC Search & Media and $8 million at InstantAction.com.

26

Segment Results

In addition to the discussion of consolidated results above, the following is a discussion of the results of each segment.

Media & Advertising

Our Media & Advertising segment consists primarily of our search business, which includes Ask.com and other destination search websites through which we provide search and related advertising services, and toolbars and applications through which we promote and distribute these services, Citysearch, a leading online local city guide, and Evite, an online social planning website.

Revenue decreased 22% to $167.6 million, primarily due to a sharp decline in network revenue, resulting from the discontinuation of relationships with certain partners that took place during 2008 in conjunction with the renewed Google agreement. The full impact of this discontinuation will be fully anniversaried beginning in the second quarter of 2009. Revenue declines also reflect fewer queries across proprietary properties, particularly at Fun Web Products and Ask.com, as well as a decrease in revenue per query at Ask.com reflecting fewer clicks per visit as users find what they are searching for sooner due to the relaunched site's improved user experience. Offsetting these decreases was the continued growth in partners and queries at the Ask toolbar business and $4.6 million of revenue in 2009 related to the acquisition of Lexico on July 3, 2008, which includes Dictionary.com and Thesaurus.com. Citysearch revenue declined reflecting a difficult display advertising environment.

Operating Income Before Amortization decreased 73% to $10.1 million, primarily due to the lower revenue noted above and an increase of $5.4 million in selling and marketing expense, partially offset by decreases of $18.6 million in traffic acquisition costs and $3.5 million in product development expense. Contributing to the increase in selling and marketing expense is an increase of $6.7 million in advertising and promotional expenditures, including those associated with the NASCAR partnership, partially offset by a decrease of $1.0 million in compensation and other employee-related costs. Overall traffic acquisition costs during the year decreased as a direct result of a decrease in network revenue, partially offset by growth in distribution revenue included as a component of proprietary revenue at IAC Search & Media. As a percentage of revenue, traffic acquisition costs associated with network revenue generated from integrated paid listings are lower than traffic acquisition costs associated with distribution revenue generated from partners who redirect traffic to the Ask.com landing page. The decrease in product development expense is primarily due to a decrease of $3.1 million in compensation and other employee-related costs, due in part to a 6% reduction in average headcount at IAC Search & Media.

Operating income decreased 97% to $1.1 million, primarily due to the decrease in Operating Income Before Amortization described above and increases of $2.3 million in amortization of non-cash marketing and $0.4 million in amortization of intangibles related to recent acquisitions.

Match

Revenue declined slightly to $90.1 million, reflecting a 15% decrease in international revenue per subscriber, due primarily to the unfavorable impact of foreign exchange rates. Total revenue grew 6% and international revenue grew excluding the impact of foreign exchange rates. International subscribers grew 1% during the quarter driven by several markets, most notably the United Kingdom and Japan, partially offset by declines in Spain and France. The decrease in international revenue was offset by a 9% growth in U.S. subscribers.

Operating Income Before Amortization decreased 2% to $9.9 million primarily due to an increase in general and administrative expense, partially offset by a decrease in cost of revenue. The increase in general and administrative expense is due primarily to the inclusion in the current year period of $3.3 million in expenses associated with the pending sale of Match Europe to Meetic. On February 19, 2009, Match.com and Meetic, a leading online dating company based in France, entered into an agreement for Meetic to acquire Match.com's European operations. As consideration Match.com will

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receive a 27% stake in Meetic, plus a €5.0 million promissory note. Contributing favorably to the reduction in cost of revenue is a decrease of $4.3 million in traffic acquisition costs due to more favorable economic terms under agreements with certain domestic distribution partners.

Operating income increased 37% to $9.7 million in 2009, despite the decrease in Operating Income Before Amortization discussed above, primarily due to a decrease of $2.8 million in amortization of non-cash marketing.

ServiceMagic

Revenue grew 8% to $31.4 million, benefiting from a more active service provider network and a 13% increase in service requests driven by increased marketing efforts. During 2009, ServiceMagic experienced a 12% increase in the number of times service requests are accepted by a service professional. A service request can be transmitted to and accepted by more than one service professional.

Operating Income Before Amortization decreased 54% to $2.8 million, despite the increase in revenue noted above, reflecting a shift in the mix of service requests from higher margin discretionary home repair and improvement requests to lower margin requests, due primarily to the general economic slowdown. During 2009, ServiceMagic experienced increases of $3.6 million in cost of revenue, $1.3 million in general and administrative expense and $1.0 million in selling and marketing expense. The increase in cost of revenue is primarily driven by increased traffic acquisition costs as growth in service requests from paid channels outpaced growth in free requests. Contributing to the increase in general and administrative expense is an increase of $0.6 million in compensation and other employee-related costs. Selling and marketing expense reflects increased compensation and other employee-related costs due in part to an 11% increase in headcount as ServiceMagic expands its sales force.

Operating income decreased 64% to $2.0 million, primarily due to the decrease in Operating Income Before Amortization discussed above and an increase of $0.3 million in amortization of intangibles.

Emerging Businesses

Our Emerging Businesses segment consists primarily of Shoebuy and Pronto, as well as Gifts.com, Connected Ventures, InstantAction.com, Vimeo, VeryShortList.com, RushmoreDrive.com, Life123.com and The Daily Beast, among other early stage businesses that provide online content and/or services.

Revenue grew 1% to $44.0 million reflecting growth at Pronto and Shoebuy. The increase in revenue at Pronto is primarily due to continued improvements in customer acquisition and monetization. Partially offsetting this growth is lower revenue from ReserveAmerica in the current year period as a result of its sale to The Active Network, Inc. on January 31, 2009.

Operating Income Before Amortization loss increased by $3.2 million to a loss of $11.1 million. Losses increased due primarily to increased operating expenses associated with The Daily Beast and InstantAction.com, partially offset by profitability at Pronto.

Operating loss increased by $3.4 million to $12.7 million primarily due to the increased Operating Income Before Amortization loss discussed above and a goodwill impairment charge of $1.1 million related to our gift card business, partially offset by decreases in amortization of intangibles and non-cash compensation expense of $0.6 million and $0.3 million, respectively.

Corporate

Operating Income Before Amortization loss decreased by $12.4 million to a loss of $15.0 million primarily due to the inclusion in the prior year period of $8.6 million in expenses related to the Spin-Off, as well as decreases in the current year period of $0.5 million in non-Spin-Off related professional fees, and $0.5 million in depreciation expense.

Operating loss decreased $12.6 million to a loss of $33.3 million reflecting the decrease in Operating Income Before Amortization loss discussed above and a decrease in non-cash compensation expense.

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FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009, the Company had $1.8 billion of cash and cash equivalents, $216.5 million of marketable securities and $95.8 million in long-term debt. Long-term debt consists of $80.0 million in Liberty Bonds due September 1, 2035 and $15.8 million in Senior Notes.

During the three months ended March 31, 2009 and 2008, IAC purchased 2.4 million and 3.0 million shares of IAC common stock for aggregate consideration, on a trade date basis, of $36.6 million and $145.6 million, respectively. IAC also repurchased an additional 0.6 million shares from April 1, 2009 through April 24, 2009 for aggregate consideration of $9.4 million. At April 24, 2009, IAC had approximately 19.4 million shares remaining in its share repurchase authorization. IAC may purchase shares over an indefinite period of time, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.

Net cash provided by operating activities attributable to continuing operations was $48.7 million and $36.6 million in 2009 and 2008, respectively. The increase of $12.1 million in net cash provided by operating activities attributable to continuing operations is due principally to the payment of 2007 discretionary cash bonuses in the first quarter of 2008 while 2008 discretionary cash bonuses were paid in the fourth quarter of 2008.

Net cash used in investing activities attributable to continuing operations in 2009 of $121.4 million includes $91.6 million related to the net purchases, sales and maturities of marketable securities, acquisitions, net of cash acquired, of $11.5 million and capital expenditures of $8.6 million. Net cash provided by investing activities attributable to continuing operations in 2008 of $76.5 million includes the net proceeds of $145.1 million related to the sales, maturities and purchases of marketable securities, partially offset by purchases of long-term investments of $48.4 million, capital expenditures of $15.8 million, and acquisitions, net of cash acquired, of $4.7 million. The purchases of long-term investments in 2008 related primarily to the Company's equity investment in The HealthCentral Network.

Net cash provided by financing activities attributable to continuing operations in 2009 of $120.7 million includes the proceeds related to the issuance of common stock, net of withholding taxes, of $148.8 million, partially offset by the purchase of treasury stock of $29.2 million. Included in the proceeds related to the issuance of common stock are aggregate proceeds of $150.9 million from the exercise of warrants to acquire 11.5 million shares of IAC common stock that were due to expire on February 4, 2009. The strike price of the warrants was $13.09 per share. Net cash used in financing activities attributable to continuing operations in 2008 of $151.1 million includes the purchase of treasury stock of $145.6 million and the issuance of common stock, net of withholding taxes, of $6.0 million.

Net cash used in discontinued operations was $0.5 million and $325.9 million in 2009 and 2008, respectively. Net cash used in discontinued operations in 2008 relates primarily to the operations of Ticketmaster, HSNi, ILG and Tree.com. The Company does not expect future cash flows associated with existing discontinued operations to be material.

IAC anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its overall operations. The Company may make a number of acquisitions which could result in the reduction of its cash balance or the incurrence of debt. IAC expects that 2009 capital expenditures will be lower than 2008.

IAC believes that its cash on hand along with its anticipated operating cash flows in 2009 and its access to capital markets are sufficient to fund its operating needs, capital, investing and other commitments and contingencies for the foreseeable future.

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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

(a)

Payments Due by Period

Contractual Obligations (a) Total

Less Than

1 Year 1-3 Years 3-5 Years

More Than

5 Years (In Thousands) Long-term obligations (b) $ 206,280 $ 5,109 $ 10,218 $ 24,953 $ 166,000 Purchase obligations (c) 275 157 118 — — Operating leases 292,107 20,295 35,084 26,248 210,480

Total contractual cash obligations $ 498,662 $ 25,561 $ 45,420 $ 51,201 $ 376,480

At March 31, 2009, the Company has recorded $422.9 million of unrecognized tax benefits which includes accrued interest of $53.5 million. This amount includes $247.3 million for unrecognized tax benefits and related interest that could result in future net cash payments to taxing authorities. The Company cannot make a reasonably reliable estimate of the expected period of cash settlement of these items.

(b) Represents contractual amounts due, including interest.

(c) The purchase obligations primarily relate to minimum payments due under a telecommunications contract related to data transmission lines.

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IAC'S PRINCIPLES OF FINANCIAL REPORTING

IAC reports Operating Income Before Amortization as a supplemental measure to generally accepted accounting principles ("GAAP"). This measure is one of the primary metrics by which we evaluate the performance of our businesses, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to, and we are obligated to provide, the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We provide and encourage investors to examine the reconciling adjustments between the GAAP and non-GAAP measure which we discuss below.

Definition of IAC's Non-GAAP Measure

Operating Income Before Amortization is defined as operating income excluding, if applicable: (1) non-cash compensation expense, (2) amortization of non-cash marketing, (3) amortization and impairment of intangibles, (4) goodwill impairment, (5) pro forma adjustments for significant acquisitions, and (6) one-time items. We believe this measure is useful to investors because it represents the consolidated operating results from IAC's segments, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to IAC's statement of operations of certain expenses, including non-cash compensation, non-cash marketing, and acquisition-related accounting. IAC endeavors to compensate for the limitations of the non-GAAP measure presented by providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.

Pro Forma Results

We will only present Operating Income Before Amortization on a pro forma basis if we view a particular transaction as significant in size or transformational in nature. For the periods presented in this report, there are no transactions that we have included on a pro forma basis.

One-Time Items

Operating Income Before Amortization is presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. For the periods presented in this report, there are no one-time items.

Non-Cash Expenses That Are Excluded From IAC's Non-GAAP Measure

Non-cash compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of restricted stock, restricted stock units and stock options. These expenses are not paid in cash, and we include the related shares in our fully diluted shares outstanding which, for restricted stock units and stock options, are included on a treasury method basis. Upon vesting of restricted stock and restricted stock units and the exercise of certain stock options, the awards are settled, at the Company's discretion, on a net basis, with the Company remitting the required tax withholding amount from its current funds.

Amortization of non-cash marketing consists of non-cash advertising secured from Universal Television as part of the transaction pursuant to which VUE was created, and the subsequent transaction by which IAC sold its partnership interests in VUE (collectively referred to as "NBC Universal Advertising"). The NBC Universal Advertising is available for television advertising on

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various NBC Universal network and cable channels without any cash cost. At March 31, 2009, there was $13.6 million of NBC Universal Advertising credits available for use.

The NBC Universal Advertising is excluded from Operating Income Before Amortization because it is non-cash and generally is incremental to the advertising the Company otherwise secures as a result of its ordinary cost/benefit marketing planning process. Accordingly, the Company's aggregate level of advertising, and the increased concentration of that advertising on NBC Universal network and cable channels, does not reflect what our advertising effort would otherwise be without these credits, which will expire on December 31, 2009 if not exhausted before then. As a result, management believes that treating the NBC Universal Advertising as an expense does not appropriately reflect its true cost/benefit relationship, nor does it best reflect the Company's long-term level of advertising expenditures. Nonetheless, while the benefits directly attributable to television advertising are always difficult to determine, and especially so with respect to the NBC Universal Advertising due to its incrementality and heavy concentration, it is likely that the Company does derive benefits from it, though management believes such benefits are generally less than those received through its regular advertising for the reasons stated above. Operating Income Before Amortization therefore has the limitation of including those benefits while excluding the associated expense.

Amortization of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as technology and supplier contracts, are valued and amortized over their estimated lives. While it is likely that we will have significant intangible amortization expense as we continue to acquire companies, we believe that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs.

RECONCILIATION OF OPERATING INCOME BEFORE AMORTIZAT ION

For a reconciliation of Operating Income Before Amortization to operating income (loss) by business and to net (loss) earnings attributable to IAC shareholders in total for the three months ended March 31, 2009 and 2008, see Note 6 to the consolidated financial statements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

The Company's exposure to market rate risk for changes in interest rates relates primarily to the Company's investment portfolio and long-term debt.

Investment Portfolio

The Company invests its excess cash in certain cash equivalents and marketable securities, which consist primarily of money market instruments and short-to-intermediate-term debt securities issued by the U.S. government, U.S. governmental agencies and municipalities, and foreign sovereignties and investment grade corporate issuers. The Company employs a methodology that considers available evidence in evaluating potential impairment of its investments. Investments are considered to be impaired when a decline in fair value below the amortized cost basis is determined to be other-than-temporary. If a decline in fair value is determined to be other-than-temporary, an impairment loss is recorded and a new cost basis in the investment is established.

Based on the Company's total debt investment securities as of March 31, 2009, a 100 basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the debt investment securities by $1.7 million. Such potential increase or decrease in fair value is based on certain simplifying assumptions, including a constant level and rate of debt securities and an immediate across-the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period. Conversely, since almost all of the Company's cash balance of approximately $1.8 billion is invested in variable rate interest earning assets, the Company would also earn more (less) interest income due to such an increase (decrease) in interest rates.

Long-term Debt

At March 31, 2009, the Company's outstanding debt approximated $95.8 million, all of which pays interest at fixed rates. If market rates decline, the Company runs the risk that the related required payments on the fixed rate debt will exceed those based on market rates. A 100 basis point increase or decrease in the level of interest rates would, respectively, decrease or increase the fair value of the fixed-rate debt by $10.1 million. Such potential increase or decrease in fair value is based on certain simplifying assumptions, including a constant level and rate of fixed-rate debt for all maturities and an immediate across-the-board increase or decrease in the level of interest rates with no other subsequent changes for the remainder of the period.

Equity Price Risk

The Company has investments in equity securities of publicly traded companies. These investments, as of March 31, 2009, were considered available-for-sale marketable equity securities and are included in "Long-term investments" with the unrealized gains or losses deferred as a component of "Accumulated other comprehensive (loss) income" in the accompanying consolidated balance sheet. These available-for-sale marketable equity securities are subject to significant fluctuations in fair value due to the volatility of the stock market. During the three months ended March 31, 2009, the Company did not record any other-than-temporary impairment charges. It is not customary for the Company to make significant investments in equity securities as part of its marketable securities investment strategy.

As part of the consideration for the sale of HSE on June 19, 2007, IAC received from ARO approximately 5.5 million shares of ARO stock (the "ARO Shares") plus additional consideration in the form of a contingent value right ("CVR"). The CVR has value of up to €54 million within three years from the date of sale. ARO shares are listed on the German stock exchange (XETRA: ARO) and as a result, IAC is exposed to changes in ARO's stock price. The ultimate value of the CVR is dependent,

33

in part, upon the average closing value of the ARO Shares for the 90 days preceding June 19, 2010 (the "Average Value"). To the extent that the Average Value is equal to or less than €141 million, IAC will receive a cash payment equal to €54 million. To the extent that the Average Value is equal to or greater than €195 million, IAC will receive no additional consideration. To the extent that the Average Value is between €141 million and €195 million, IAC will receive a pro rata portion of the €54 million. If the closing value of an ARO share equals or exceeds €35.68 per share for at least 30 consecutive trading days during the three year period from June 20, 2007 through June 19, 2010, the CVR expires without any payment being made. The CVR is accounted for as a derivative asset and maintained at fair value each reporting period with any changes in fair value recognized in current earnings as a component of other income (expense) in the consolidated statement of operations each period. During the three months ended March 31, 2009, the Company did not recognize any gain or loss related to the change in the fair value of the CVR. The ARO stock is an available-for-sale marketable equity security that is accounted for in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities". The carrying value of the ARO Shares is €9.1 million or $12.1 million at March 31, 2009.

Foreign Currency Exchange Risk

The Company conducts business in certain foreign markets, primarily in the European Union. The Company's primary exposure to foreign currency risk relates to investments in foreign subsidiaries that transact business in a functional currency other than the U.S. Dollar, primarily the Euro and British Pound Sterling. However, the exposure is mitigated since the Company has generally reinvested profits from international operations in order to grow the businesses. The statements of operations of the Company's international operations are translated into United States dollars at the average exchange rates in each applicable period. To the extent the United States dollar strengthens against foreign currencies, the translation of these foreign currency denominated transactions results in reduced revenues and operating income. Similarly, the Company's revenue and operating income will increase for our international operations if the United States dollar weakens against foreign currencies. The Company is also exposed to foreign currency risk related to its assets and liabilities denominated in a currency other than the functional currency.

As the Company increases its operations in international markets it becomes increasingly exposed to potentially volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on the Company is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause the Company to adjust its financing and operating strategies. Foreign exchange gains and losses were not material to the Company's earnings in 2009 and 2008. As currency exchange rates change, translation of the income statements of the Company's international businesses into U.S. dollars affects year-over-year comparability of operating results. Historically, the Company has not hedged foreign currency translation risks because cash flows from international operations were generally reinvested locally. However, the Company periodically reviews its strategy for hedging foreign currency translation risks. The Company's objective in managing its foreign currency risk is to minimize its potential exposure to the changes that exchange rates might have on its earnings, cash flows and financial position.

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Item 4. Controls and Procedures

The Company monitors and evaluates on an ongoing basis its disclosure controls and internal control over financial reporting in order to improve their overall effectiveness. In the course of this evaluation, the Company modifies and refines its internal processes as conditions warrant.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management, including our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective in providing reasonable assurance that information we are required to disclose in our filings with the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and Forms, and include controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(d) of the Exchange Act, the Company, under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, also evaluated whether any changes occurred to the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, the Company concluded that there has been no such change during the period covered by this report.

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PART II

OTHER INFORMATION

Item 1A. Risk Factors

Cautionary Statement Regarding Forward-Looking Information

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC's future financial performance, IAC's business prospects and strategy, anticipated trends and prospects in the industries in which IAC's businesses operate and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Actual results could differ materially from those contained in these forward- looking statements for a variety of reasons, including, among others: changes in senior management at IAC and/or its businesses, changes in our relationship with Google, continuing adverse economic conditions, or the worsening thereof, in any of the markets or industries in which IAC's businesses operate or generally, adverse trends in the online advertising industry or the advertising industry generally, our ability to convert visitors to our various websites into users and customers, our ability to offer new or alternative products and services in a cost-effective manner and consumer acceptance of these products and services, operational and financial risks relating to acquisitions, changes in industry standards and technology, our ability to expand successfully into international markets and regulatory changes. Certain of these and other risks and uncertainties are discussed in IAC's filings with the SEC, including in Part I, "Item 1A. Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2008, as amended. Other unknown or unpredictable factors that could also adversely affect IAC's business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of IAC management as of the date of this report. IAC does not undertake to update these forward-looking statements.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2008, as amended, which could materially affect our business, financial condition or future results. The risks described in our annual report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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Item 2. Unregistered Sales and Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth purchases by the Company of its common stock during the quarter ended March 31, 2009:

(1)

Period

(a) Total

Number of Shares

Purchased

(b) Average

Price Paid Per Share(1)

(c) Total

Number of Shares

Purchased as Part of Publicly

Announced Plans or

Programs(2)

(d) Maximum Number of Shares that May Yet Be Purchased

Under Publicly

Announced Plans or

Programs(3) January 2009 — — — 22,419,246 February 2009 — — — 22,419,246 March 2009 2,442,150 $ 14.98 2,442,150 19,977,096

Total 2,442,150 $ 14.98 2,442,150 19,977,096

Reflects the weighted average price paid per share of IAC common stock.

(2) Reflects repurchases made pursuant to a repurchase authorization previously announced in October 2006.

(3) Represents the number of shares of common stock that remained available for repurchase (as adjusted to give effect to the reverse stock split effected after the close of trading on August 20, 2008) pursuant to a repurchase authorization previously announced in October 2006. IAC may purchase shares pursuant to this repurchase authorization over an indefinite period of time, depending on those factors IAC management deems relevant at any particular time, including, without limitation, market conditions, share price and future outlook.

Item 5. Other Information

The Company's 2009 Annual Meeting of Stockholders was advanced more than 30 calendar days from the date of its 2008 Annual Meeting of Stockholders and will be held on Monday, June 15, 2009, at 10:00 a.m. local time, at IAC's corporate headquarters, located at 555 West 18 th Street, New York, New York 10011. A new deadline for the submission of stockholder proposals for inclusion in IAC's 2009 proxy statement has not been (and will not be) established because the deadline for the submission of such proposals disclosed in IAC's proxy statement (March 13, 2009), which assumed a later meeting date of August 1, 2009, has passed with the Company receiving no such proposals. The deadline for the submission of stockholder proposals without inclusion in IAC's 2009 proxy statement continues to be May 27, 2009.

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Item 6. Exhibits

(1)

Exhibit Number Description Location

3.1 Restated Certificate of Incorporation of IAC/InterActiveCorp Exhibit 3.1 to the Registrant's Registration Statement on Form 8-A/A, filed on August 12, 2005.

3.2

Certificate of Amendment of the Restated Certificate of Incorporation of IAC/InterActiveCorp

Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on August 22, 2008.

3.3

Amended and Restated By-Laws of IAC/InterActiveCorp

Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed on July 2, 2008.

10.1

Terms of Employment dated February 18, 2009 among Gregory R. Blatt, IAC/InterActiveCorp and Match.com, Inc.(1)

10.2

Summary of Non-Employee Director Compensation Arrangements(1)

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act(1)

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act(1)

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act(2)

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act(2)

Filed herewith.

(2) Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 7, 2009

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IAC/INTERACTIVECORP

By:

/s/ THOMAS J. MCINERNEY

Thomas J. McInerney Executive Vice President and

Chief Financial Officer

Signature Title Date

/s/ THOMAS J. MCINERNEY

Thomas J. McInerney Executive Vice President and Chief Financial Officer May 7, 2009

QuickLinks

PART I—FINANCIAL STATEMENTS IAC/INTERACTIVECORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET IAC/INTERACTIVECORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) IAC/INTERACTIVECORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) IAC/INTERACTIVECORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) IAC/INTERACTIVECORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS IAC'S PRINCIPLES OF FINANCIAL REPORTING RECONCILIATION OF OPERATING INCOME BEFORE AMORTIZATION

Item 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Controls and Procedures

PART II OTHER INFORMATION

Item 1A. Risk Factors Item 2. Unregistered Sales and Equity Securities and Use of Proceeds Item 5. Other Information Item 6. Exhibits

SIGNATURES


Exhibit 10.1

EXECUTION COPY

Terms of Employment

Set forth below are the terms of a legally binding term sheet (" Term Sheet "), dated February 18, 2009 (" Effective Date "), by and among Gregory R. Blatt (" Executive "), IAC/InterActiveCorp (" IAC ") and Match.com, Inc. (" MatchCo "). Reference is made to the employment agreement, by and between Executive and IAC, dated November 21, 2006, as amended (the " Employment Agreement "). Effective on the Effective Date, terms of the Employment Agreement automatically are amended to reflect the terms of this Term Sheet. If there are inconsistencies between the Employment Agreement and the Term Sheet, the Term Sheet shall prevail.

I. Title

Effective upon the Effective Date, IAC shall employ Executive, and Executive shall be employed, as (1) Executive Vice President of IAC and as a member of the Office of the Chairman and (2) through and until the third anniversary of the Effective Date (such period, the " MatchCo Term "), the Chief Executive Officer of MatchCo.

II. Responsibilities

With respect to IAC, Executive shall be responsible for oversight of lAC's legal, human resources and corporate communications functions, as well as general corporate management. During the MatchCo Term, Executive shall have overall responsibility for strategy and operations for MatchCo.

III. Term

Executive's employment pursuant to this Term Sheet shall commence on the Effective Date and shall continue for a period of three (3) years (the " Initial Term "); provided that, on the third anniversary and each anniversary of the Effective Date thereafter, the employment period shall be extended by one year unless at least ninety (90) days prior to such anniversary, IAC or the Executive delivers a written notice (a " Non-Renewal Notice ") to the other party that the employment period shall not be extended (the Initial Term as so extended, the " Employment Period "). A termination of Executive's employment due to a Non-Renewal Notice from IAC shall constitute a termination of Executive's employment without Cause. If Barry Diller ceases to serve as the senior executive officer of IAC at any point during the MatchCo Term, Executive may unilaterally resign Executive's positions with IAC during the MatchCo Term and continue to serve as Chief Executive Officer of MatchCo during the MatchCo Term; in such event, during the MatchCo Term, (1) Executive ceasing to have duties with IAC shall not constitute a basis for Good Reason or Cause, and (2) the provisions relating to termination of employment with or without Cause by IAC, termination of employment for Good Reason by Executive and voluntary termination of employment by Executive without Good Reason, shall apply, mutatis mutandis , to Executive's employment with MatchCo.

IV. Salary

During the Employment Period, IAC shall pay to Executive an annual base salary of $650,000. The base salary may be increased from time to time in the discretion of the Compensation and Human Resources Committee (the " Committee ") of the Board of Directors (" Board ") of IAC.

V. Bonus

During the Employment Period, Executive will be eligible for discretionary annual bonuses based on a combination of IAC corporate performance and MatchCo performance, as determined by the Committee. The size of Executive's overall bonus opportunity shall be consistent with those of other members of the Office of the Chairman. To the extent earned and payable, an annual bonus shall be paid not later than March 15 of the calendar year immediately following the calendar year with respect to which such annual bonus relates.

VI. Equity Matters

1. IAC Option Cancellation. Subject to and upon the approval by IAC's stockholders of the grant of MatchCo Options described in paragraph 2 immediately below, Executive shall forfeit the following options (" IAC Options ") to purchase shares of common stock, $0.001 per share of IAC (" IAC Common Stock ") set forth in the center column of the table below:

The foregoing forfeiture will be conditioned upon the approval by IAC stockholders of the grant of MatchCo Options described immediately below.

2. MatchCo Options Grant.

(a) As of the Effective Date, IAC represents and warrants to Executive as follows: The authorized capital stock of MatchCo on the Effective Date consists of 10,000 shares of common stock, $0.01 par value per share (" MatchCo Common Stock "), of which 9,700 shares of MatchCo Common Stock are issued and outstanding. Other than the MatchCo Options described in paragraph 2(b) below, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require MatchCo to issue, sell, or otherwise cause to become outstanding any of its capital stock. Other than the MatchCo Options described in paragraph 2(b) below, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to MatchCo.

(b) MatchCo hereby grants to Executive on the Effective Date the following stock options (the " MatchCo Options ") to purchase shares of MatchCo Common Stock (each MatchCo Option having a ten year term):

(i) an option to purchase 150 shares of MatchCo Common Stock with a per share exercise price equal to Fair Market Value on the Effective Date, such option vesting 50% on the two year anniversary of the Effective Date and 50% on the three year anniversary of the Effective Date, subject in each case to Executive's continued employment with IAC through the applicable vesting dates;

(ii) an option to purchase 100 shares of MatchCo Common Stock with a per share exercise price equal to 200% of Fair Market Value on the Effective Date, such option vesting 50% on the two year anniversary of the Effective Date and 50% on the three year anniversary of the Effective Date, subject in each case to Executive's continued employment with IAC through the applicable vesting dates; and

(iii) an option to purchase 50 shares of MatchCo Common Stock with a per share exercise price equal to Fair Market Value on the Effective Date, such option vesting in the event of (A) a Qualified Public Offering, (B) a MatchCo Change in Control or (C) an IAC Change in Control during such time as MatchCo is a controlled subsidiary of IAC, subject in each case to Executive's continued employment with IAC through the applicable vesting date.

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Current Options Forfeited Options

Post Cancellation

Options

# shares Strike Price # shares

Strike Price # shares

Strike Price

500,000 $16.28 365,885 $16.28 134,115 $16.28 190,972 $20.08 56,857 $20.08 134,115 $20.08 190,972 $22.70 56,857 $22.70 134,115 $22.70 190,971 $25.31 56,856 $25.31 134,115 $25.31

(c) Except as provided under paragraph 6 ("Accelerated Vesting of MatchCo Options") below, Executive immediately shall forfeit any unvested MatchCo Options at such time as Executive is neither Chief Executive Officer of MatchCo nor the IAC corporate executive with primary responsibility for MatchCo.

(d) The Compensation Committee has reviewed and approved the valuation prepared by IAC management regarding Fair Market Value on the Effective Date, such Fair Market Value determined in accordance with Section 409A of the Internal Revenue Code, as amended and the regulations promulgated thereunder (the " Code ").

(e) The exercisability of MatchCo Options granted pursuant to paragraph 2(b) shall be contingent upon (i) the approval by IAC stockholders of the grant of MatchCo Options and (ii) Executive's forfeiture of the IAC Options described in paragraph 1. In the event that IAC's stockholders do not approve the grant of the MatchCo Options when presented to them for approval, Executive immediately shall forfeit the MatchCo Options.

3. MatchCo Option Exercise.

(a) This paragraph 3(a) shall apply during such time as the MatchCo Options relate to common stock that is not publicly traded on a national securities exchange. During the time that any portion of the MatchCo Options are vested and exercisable, Executive shall have the right, exercisable no more than three times, to request in writing that MatchCo provide Executive with MatchCo's determination of the then current Fair Market Value (an " FMV Request "); provided , however , that in no event shall Executive deliver a third FMV Request prior to the third anniversary of the Effective Date, unless either (i) the MatchCo Options have vested in full prior to such time or (ii) Executive has previously forfeited any unvested portion of the MatchCo Options. MatchCo shall provide to Executive its preliminary written determination of the then current Fair Market Value (the " Preliminary FMV Determination ") within fifteen business days of MatchCo's receipt of an FMV Request, such written determination to contain a level of detail and analysis comparable to the detail and analysis used to determine Fair Market Value on the Effective Date and previously provided to Executive. Following delivery of the Preliminary FMV Determination and prior to MatchCo's final determination of Fair Market Value, Executive shall have the right to consult with MatchCo regarding its Preliminary FMV Determination. MatchCo shall provide to Executive its final written determination of the then current Fair Market Value (the " Final FMV Determination ") within twenty business days of MatchCo's receipt of an FMV Request. Within ten days of Executive's receipt of the Final FMV Determination, Executive shall have the right, but not the obligation, to exercise some or all of the vested and exercisable MatchCo Options, by providing written notice of exercise to MatchCo (an " Exercise Notice "); provided , however , that after the third FMV Request, Executive shall be required to exercise all of the vested and exercisable MatchCo Options. In the event that (x) Executive has made fewer than three FMV requests and (y) MatchCo is not a company or a controlled subsidiary of a company with respect to which Barry Diller is Chief Executive Officer, Executive shall have the right, on one occasion only, to require "baseball arbitration" to determine the then current Fair Market Value. Baseball arbitration shall be conducted under the terms generally utilized by IAC with respect to executive compensation arrangements.

(b) This paragraph 3(b) shall apply during such time as the MatchCo Options relate to common stock that is not publicly traded on a national securities exchange. Within three business days following Executive's delivery to MatchCo of an Exercise Notice, in full settlement of the number of shares with respect to which the MatchCo Option is exercised, Executive shall be entitled to receive payment in an amount (the " Settlement Amount ") equal to the product of (i) the excess of the Fair Market Value determined in accordance with paragraph 3(a) (the " Exercise Date FMV ") over the per share exercise price of such MatchCo Option (as such amount may be

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adjusted), multiplied by (ii) the number of shares of MatchCo Common Stock with respect to which such MatchCo Option is exercised. During such time as MatchCo is a controlled subsidiary of IAC and the IAC Common Stock is publicly traded on a national securities exchange, payment of the Settlement Amount shall be made, at the election of MatchCo, (x) in a number of shares of IAC Common Stock equal to the quotient of the portion of the Settlement Amount to be settled in shares of IAC Common Stock divided by the Fair Market Value (as defined in the IAC Plan) on the date of delivery of the Exercise Notice; provided that any fractional shares of IAC Common Stock will be settled in cash based on the Fair Market Value (as defined in the IAC Plan), (y) an amount in cash equal to the Settlement Amount or (z) a combination of shares of IAC Common Stock (determined in accordance with clause (x)) and cash. If MatchCo is not a controlled subsidiary of IAC, such payment shall be made in cash. If any portion of the Settlement Amount is satisfied in shares of IAC Common Stock, such shares shall be delivered under the IAC Plan or such successor plan approved by IAC's stockholders.

(c) This paragraph 3(c) shall apply during such time as the MatchCo Options relate to common stock that is publicly traded on a national securities exchange. Any portion of Executive's MatchCo Options that is vested and exercisable may be exercised by delivering to MatchCo or the agent selected by MatchCo to administer the MatchCo Options (the " Agent ") a written (including by way of electronic means) notice stating the number of whole shares to be purchased, accompanied by payment of the full purchase price of the shares of MatchCo Common Stock to be purchased. The MatchCo Options may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the MatchCo Option is then exercisable if less than 100). Fractional share interests shall be disregarded except they may be accumulated. The exercise price of the MatchCo Options shall be paid: (i) in cash or by certified check or bank draft payable to the order of MatchCo; (ii) by exchange of shares of unrestricted MatchCo Common Stock already owned by Executive and having an aggregate fair market value equal to the aggregate purchase price (which amount shall be equal to the product of the exercise price multiplied by the number of shares of MatchCo Common Stock in respect of which the MatchCo Option is being exercised); provided , that Executive represents and warrants to MatchCo that Executive holds the shares of MatchCo Common Stock free and clear of liens and encumbrances; (iii) by delivering, along with a properly executed exercise notice to MatchCo, a copy of irrevocable instructions to a broker to deliver promptly to MatchCo the aggregate exercise price and the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by MatchCo; provided , however , that such exercise must be implemented solely under a program or arrangement established and approved by MatchCo with a brokerage firm selected by MatchCo; or (iv) by any other procedure approved by MatchCo's compensation committee, or by a combination of the foregoing. For purposes of this paragraph 3(c), "fair market value" shall mean, the closing price of a share of MatchCo Common Stock on the national securities exchange on which shares of MatchCo Common Stock are traded on the date of measurement, or if shares of MatchCo Common Stock were not traded on such exchange on such measurement date, then on the next preceding date on which shares of MatchCo Common Stock were traded, all as reported by such source as the compensation committee (or similar committee) of the board of directors of MatchCo shall select. No later than the date as of which an amount in respect of any MatchCo Option first becomes includible in Executive's gross income for federal, state, local or foreign income or employment or other tax purposes, Executive shall pay to MatchCo or make arrangements satisfactory to MatchCo regarding payment of any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount and MatchCo shall, to the extent permitted or required by law, have the right to deduct from any payment of any kind otherwise due Executive (either directly or indirectly through its agent), federal, state, local and foreign taxes of any kind required by law to be withheld. Notwithstanding the foregoing, MatchCo shall be entitled to hold the shares issuable to you upon exercise of any MatchCo Option until

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MatchCo or the Agent has received from Executive (i) a duly executed Form W-9 or W-8, as applicable and (ii) payment for any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such MatchCo Option.

4. Exercisability. Subject to the immediately following sentence, vested MatchCo Options shall remain exercisable so long as Executive is Chief Executive Officer of MatchCo and/or is the senior corporate executive at IAC with primary responsibility for MatchCo and for 90 days thereafter and thereafter shall be forfeited; provided , however , that if Executive ceases to be Chief Executive Officer of MatchCo and continues to be employed by IAC without having primary responsibility for MatchCo, vested MatchCo Options shall be exercisable for such time as Executive remains an employee of IAC (and for 90 days following Executive's termination of employment with IAC), but in no event longer than four years after the Effective Date, provided , further , however , that if Executive ceases to be Chief Executive Officer of MatchCo at IAC's election and Executive continues to be employed by IAC without having primary responsibility for MatchCo, vested MatchCo Options shall be exercisable for such time as Executive remains an employee of IAC (and for 90 days following Executive's termination of employment with IAC), but in no event longer than the greater of (i) 18 months following the date that Executive ceases to be Chief Executive Officer of MatchCo and (ii) four years from the Effective Date. In the event of a termination of Executive's employment with IAC by IAC without Cause or Executive's termination of employment with IAC for Good Reason, all MatchCo Options not previously forfeited that are or become exercisable on the date of such termination of employment shall remain exercisable for the longer of (x) 18 months following such termination of employment and (y) four years from the Effective Date. Notwithstanding anything to the contrary contained in this Term Sheet, in no event will any MatchCo Option be exercisable after the tenth anniversary of the Effective Date.

5. Adjustments. In the event of a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination, or recapitalization or similar event affecting the capital structure of MatchCo, the Committee or the Board (or following a Qualified Public Offering, an IAC Change in Control or a MatchCo Change in Control, a reasonably appropriate successor board of directors or committee) shall make such substitutions or adjustments as it deems appropriate and equitable to the number and kind of shares of MatchCo Common Stock subject to the MatchCo Options and/or the exercise price per share. In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disaffiliation, or similar event affecting MatchCo or any of its subsidiaries, the Committee or the Board (or following a Qualified Public Offering, an IAC Change in Control or a MatchCo Change in Control, a reasonably appropriate successor board of directors or committee) shall, in its discretion, make such substitutions or adjustments as it deems appropriate and equitable to the number and kind of shares of MatchCo Common Stock subject to the MatchCo Options and/or the exercise price per share. Notwithstanding the foregoing, in the event of any MatchCo extraordinary dividend, the exercise price of the MatchCo Options shall be equitably reduced in accordance with Section 409A of the Code. IAC agrees that so long as MatchCo remains a controlled subsidiary of IAC, MatchCo shall not declare ordinary dividends.

6. Accelerated Vesting of MatchCo Options. In the event of (a) a MatchCo Change in Control, (b) an IAC Change in Control at a time during which MatchCo is a controlled subsidiary of IAC, (c) a termination of Executive's employment with IAC by IAC without Cause or (d) a termination of Executive's employment with IAC by Executive for Good Reason, all MatchCo Options not previously forfeited immediately shall vest in full and remain exercisable in accordance with paragraph 4 above; provided , however , that the vesting contemplated by clause (c) and clause (d) shall be subject to, and occur as promptly as practicable following, IAC's receipt from Executive of an executed Release (as defined in the Employment Agreement) and the expiration of all revocation periods required by applicable law in accordance with the terms of the

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Employment Agreement. In the event of a MatchCo Change in Control, the acquiring party shall assume all obligations with respect to the MatchCo Options.

7. Additional Equity Grants. Executive shall remain eligible for additional equity grants in IAC and/or MatchCo, as determined by the Committee.

VII. Additional Consequences of Termination

1. In the event of a termination of Executive's employment with IAC by IAC without Cause or a termination of Executive's employment with IAC by Executive for Good Reason:

(a) All IAC equity awards outstanding as of the Effective Date that remain outstanding at the time of such termination of employment immediately shall vest (with all IAC Options remaining exercisable for the longer of (i) 18 months following such termination of employment and (ii) four years from the Effective Date, but (with respect to each of clauses (i) and (ii)) in no event longer than ten years from the date of grant) and with respect to IAC equity awards other than stock options, settle; provided , however , that the vesting/settlement contemplated by this paragraph (a) shall be subject to, and occur as promptly as practicable following, IAC's receipt from Executive of an executed Release (as defined in the Employment Agreement) and the expiration of all revocation periods required by applicable law (and in any event within the short term deferral period under Section 409A of the Code) in accordance with the terms of the Employment Agreement. Notwithstanding anything to the contrary contained in this paragraph (a), subject to Executive's execution and non-revocation of the Release (as defined in the Employment Agreement) in accordance with the terms of the Employment Agreement, to the extent that any IAC equity awards covered by the immediately preceding sentence constitute "non-qualified deferred compensation" within the meaning of Section 409A of the Code, such awards shall vest, but only settle in accordance with their terms in effect as of immediately prior to the Effective Date (it being understood that it is intended that IAC equity awards covered by the immediately preceding sentence do not constitute "non-qualified deferred compensation" within the meaning of Section 409A of the Code).

(b) Subject to Executive's execution and non-revocation of the Release (as defined in the Employment Agreement) in accordance with the terms of the Employment Agreement, Executive shall receive (in lieu of the salary continuation provided for in the Employment Agreement) salary continuation until the later of 12 months following the termination of employment and 24 months from the Effective Date (such applicable period, the " Severance Period "). Executive's salary continuation shall be paid in equal biweekly installments (or, if different, in accordance with IAC's payroll practice as in effect from time to time) over the course of the Severance Period beginning on the first business day of the second month following the month in which Executive's Separation from Service (as such term is defined below) takes place (along with interest for the period of such delay at the then applicable borrowing rate of IAC as of the commencement of such delay).

(c) Any IAC and MatchCo equity awards that (1) are granted to Executive after the Effective Date, (2) remain outstanding at the time of such termination of employment and (3) are scheduled to vest during the twelve month period immediately following the date of Executive's termination of employment, will vest (assuming pro rated vesting for any cliff vesting awards) and with respect to equity awards other than stock options, settle; provided , however , that the vesting/settlement contemplated by this paragraph (c) shall be subject to, and occur as promptly as practicable following, IAC's receipt from Executive of an executed Release (as defined in the Employment Agreement) and the expiration of all revocation periods required by applicable law (and in any event within the short term deferral period under Section 409A of the Code) in accordance with the terms of the Employment

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Agreement; provided , further , however , that any amounts that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall vest (and with respect to equity awards other than stock options, settle) only if, and at such point as, such performance conditions are satisfied.

2. If Executive's employment with IAC is terminated by IAC for Cause, or if following any termination of Executive's employment with IAC for any reason, IAC determines that during the two (2) years prior to such termination of employment with IAC there was an event or circumstance that would have been grounds for termination for Cause (and which would not have been curable by Executive upon notice), Executive's MatchCo Options (whether or not vested) shall be forfeited and canceled in their entirety upon such termination. In the event Executive exercised any portion of the MatchCo Options prior to or upon Executive's termination of employment with IAC for Cause or after an event that would be grounds for a termination of employment with IAC for Cause, IAC shall be entitled to recover from Executive at any time within two (2) years after such exercise, and Executive shall pay over to MatchCo, any gain realized as a result of the exercise. This remedy shall be without prejudice to, or waiver of, any other remedies IAC or its subsidiaries or affiliates may have in such event.

VIII. Location

Executive shall be based in New York, New York, with such travel between Dallas, Texas and New York, New York as is reasonably necessary to fulfill Executive's duties. IAC, MatchCo and Executive initially expect that Executive will spend between one-third and one-half of Executive's professional time in Dallas, Texas.

IX. Transportation/Living

Executive shall be entitled to first class commercial travel with respect to Executive's business travel on behalf of IAC and/or MatchCo. Executive shall be entitled to auto and living accommodations in Dallas, Texas, which shall be provided to Executive on a non-taxable basis.

X. Certain Definitions

1. " Cause " shall generally have the meaning set forth in Executive's current employment agreement, with such revisions as are reasonably appropriate to reflect Executive's duties with MatchCo during the MatchCo Term.

2. " Fair Market Value " shall mean a reasonable, good faith judgment, determined in accordance with Section 409A of the Code, of the price at which a share of MatchCo Common Stock would most likely trade if MatchCo were a standalone public company, taking into account all relevant factors.

3. " Good Reason " shall have the meaning set forth in the Employment Agreement (including the applicable notice and cure provisions) and shall also include (a) a material reduction of Executive's title and responsibilities with MatchCo during the MatchCo Term, (b) a material breach by IAC or MatchCo of this Term Sheet, (c) the relocation of MatchCo's principal place of business to a location other than Dallas, Texas or New York, New York, and (d) the failure to obtain approval by IAC's stockholders of the grant of MatchCo Options.

4. " IAC Change in Control " has the meaning of "Change in Control" set forth in the IAC/InteractiveCorp 2008 Stock And Annual Incentive Plan.

5. " IAC Plan " shall mean the IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan.

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6. " MatchCo Change in Control " means:

(a) The acquisition by any individual entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), other than IAC and Barry Diller and their respective affiliates (a " Person "), directly or indirectly, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of equity securities of MatchCo representing more than 50% of the voting power of the then outstanding equity securities of MatchCo entitled to vote generally in the election of directors (the "Outstanding MatchCo Voting Securities "); provided , however , that for purposes of this paragraph (a), the following acquisitions shall not constitute a MatchCo Change in Control: (i) any acquisition by MatchCo, (ii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by MatchCo or any corporation controlled by MatchCo, or (iii) any acquisition by any Person pursuant to a transaction which complies with clauses (i) and (ii) of paragraph (b) below; or

(b) The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of MatchCo or the purchase of assets or stock of another entity (a " Business Combination "), in each case, unless immediately following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding MatchCo Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns MatchCo or all or substantially all of MatchCo's assets either directly or through one or more subsidiaries) in substantially the same proportion as their ownership immediately prior to such Business Combination of the Outstanding MatchCo Voting Securities, and (ii) no Person (excluding IAC and Barry Diller and their respective affiliates, any employee benefit plan (or related trust) of MatchCo or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, more than a majority of the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership of MatchCo existed prior to the Business Combination; or

(c) Approval by the stockholders of MatchCo of a complete liquidation or dissolution of MatchCo.

In no event shall the acquisition/disposition transactions with Meetic that are contemplated by IAC and MatchCo as of the Effective Date (or any similar arrangements with Meetic) (the " Meetic Transactions ") or any other arrangement contemplated by agreements that memorialize the Meetic Transactions constitute a MatchCo Change in Control.

7. " Qualified Public Offering " means (a) an initial public offering of an entity with respect to which MatchCo's assets represent the primary operating assets (a " MatchCo Entity "), following which the common equity of the MatchCo Entity is publicly traded on a national securities exchange (b) a spin-off of a MatchCo Entity, following which the common equity of the MatchCo Entity is publicly traded on a national securities exchange, (c) a disposition by IAC of the substantial majority of its operating assets other than MatchCo's assets such that IAC becomes a MatchCo Entity, the common equity of which is publicly traded on a national securities exchange, or (d) any similar transaction which Executive and IAC agree, acting in good faith, is the functional equivalent of any of items (a) through (c) of this definition. In no event shall the Meetic Transactions or any other transactions contemplated by any transaction agreements that memorialize the Meetic Transactions constitute a Qualified Public Offering.

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XI. Section 409A of the Code.

(1) In the event that Executive is a "specified employee" within the meaning of Section 409A of the Code, amounts that are "non-qualified deferred compensation" within the meaning of Section 409A of the Code that would otherwise be payable or settled as a result of Executive's Separation from Service (as defined below) during the six-month period immediately following the date of Executive's Separation from Service shall instead be paid or settled, on the earlier of seven (7) months following the date of Executive's Separation from Service or Executive's death (along with interest for the period of such delay). For purposes of this Term Sheet, a "Separation from Service" occurs when Executive dies, retires or otherwise has a termination of employment with IAC that constitutes a "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

(2) The Term Sheet is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Term Sheet shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Term Sheet.

(3) All reimbursements and in-kind benefits provided under this Term Sheet that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (a) in no event shall reimbursements by IAC or MatchCo under this Term Sheet be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided , that Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (b) the amount of in-kind benefits that IAC or MatchCo is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that IAC or MatchCo is obligated to pay or provide in any other calendar year; (c) Executive's right to have IAC or MatchCo pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (d) in no event shall IAC's or MatchCo's obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive's remaining lifetime (or if longer, through the 20th anniversary of the Effective Date).

(4) In no event shall IAC be required to pay Executive any "gross-up" or other payment with respect to any taxes or penalties imposed under Section 409A of the Code with respect to any benefit paid to Executive hereunder. IAC agrees to take any reasonable steps requested by Executive to avoid adverse tax consequences to Executive as a result of any benefit to Executive hereunder being subject to Section 409A of the Code, provided , however , that Executive shall, if requested, reimburse IAC for any incremental costs (other than incidental costs) associated with taking such steps.

(5) Any tax gross-up payment required pursuant to this Term Sheet shall be made no later than the end of the Executive's taxable year next following the Executive's taxable year in which the Executive remits the related taxes.

XII. Definitive Documentation.

This Term Sheet constitutes a legally binding agreement among IAC, MatchCo and Executive. IAC, MatchCo and Executive intend to memorialize the foregoing arrangements in an amendment to (or amended and restated version of) the Employment Agreement and a stock option agreement with MatchCo and IAC. In addition to those matters contemplated by this term sheet, the stock option

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agreement will contain terms customarily included in IAC equity award agreements. In the event the parties do not execute the documents contemplated by this Section XII, this Term Sheet shall continue to be binding upon IAC, MatchCo and Executive.

XIII. Miscellaneous.

(1) For the avoidance of doubt, a termination of Executive's employment with IAC due to death or disability shall not constitute a termination of Executive's employment by IAC without Cause.

(2) Notwithstanding any other provision of this Agreement, each of IAC and MatchCo may withhold from any amounts payable or benefits provided under this Term Sheet any Federal, state, and local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(3) The invalidity or unenforceability of any provision of this Term Sheet shall not affect the validity or enforceability of any other provision of this Term Sheet.

(4) The Executive's, IAC's or MatchCo's failure to insist upon strict compliance with any provision of the Term Sheet or the failure to assert any right the Executive, IAC or MatchCo may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of the Term Sheet.

XIV. Notices.

All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to each other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

At the most recent address on file for Executive at IAC.

If to IAC or MatchCo:

IAC/InterActiveCorp 555 West 18th Street New York NY 10011 Facsimile: (212) 314-7379 Attention: General Counsel

or to such other address as a party shall have furnished to the other parties in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, (i) IAC/InterActiveCorp has caused this Term Sheet to be executed and delivered by its duly authorized officer, (ii) Match.com, Inc. has caused this Term Sheet to be executed and delivered by its duly authorized officer, and (iii) Gregory R. Blatt has executed and delivered this Term Sheet, each as of the date first set forth above.

[SIGNATURE PAGE TO TERM SHEET]

IAC/INTERACTIVECORP

/s/ VICTOR KAUFMAN

Name: Victor Kaufman Title: Vice Chairman

MATCH.COM, INC.

/s/ VICTOR KAUFMAN

Name: Victor Kaufman Title: President

GREGORY R. BLATT

/s/ GREGORY BLATT

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Exhibit 10.1 EXECUTION COPY

Terms of Employment


Exhibit 10.2

Summary of Non-Employee Director Compensation Arrangements

Effective April 15, 2009, each director of IAC who is not an employee of IAC or any of its businesses receives an annual retainer of $50,000 and the Chairpersons of the Audit and Compensation and Human Resources Committees each receive an additional annual retainer of $20,000. Members of the Audit and Compensation and Human Resources Committees (including the chairpersons) receive an additional annual retainer of $10,000 and $5,000, respectively.

In addition, non-employee directors receive a grant of restricted stock units with a dollar value of $250,000 upon their initial election to office and annually thereafter upon re-election on the date of IAC's annual meeting of stockholders. The terms of these restricted stock units provide for: (i) vesting in three equal annual installments commencing on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested units in their entirety upon termination of board service and (iii) full acceleration of vesting upon a change in control of IAC. IAC also reimburses non-employee directors for all reasonable expenses incurred by these directors as a result of attendance at IAC Board and Committee meetings.

Under IAC's Deferred Compensation Plans for Non-Employee Directors, non-employee directors may defer all or a portion of their annual retainer(s). Eligible directors who defer their retainer(s) can elect to have such deferred amounts applied to the purchase of share units, representing the number of shares of IAC Common Stock that could have been purchased on the relevant date, or credited to a cash fund. If any dividends are paid on IAC Common Stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase Bank.

Upon termination, a director will receive: (i) with respect to share units, such number of shares of IAC Common Stock as the share units represent and (ii) with respect to the cash fund, a cash payment. Payments upon termination will be made in one lump sum or up to five installments, as previously elected by the eligible director at the time of the related deferral election.

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Exhibit 10.2


Exhibit 31.1

Certification

I, Barry Diller, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2009 of IAC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which

are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 7, 2009 /s/ BARRY DILLER

Barry Diller Chairman and Chief Executive Officer

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Exhibit 31.1

Certification


Exhibit 31.2

Certification

I, Thomas J. McInerney, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended March 31, 2009 of IAC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our

supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which

are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: May 7, 2009 /s/ THOMAS J. MCINERNEY

Thomas J. McInerney Executive Vice President and Chief Financial Officer

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Exhibit 31.2

Certification


Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Barry Diller, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009 of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.

Dated: May 7, 2009 /s/ BARRY DILLER

Barry Diller Chairman and Chief Executive Officer

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas J. McInerney, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to my knowledge:

(1) the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009 of IAC/InterActiveCorp (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of IAC/InterActiveCorp.

Dated: May 7, 2009 /s/ THOMAS J. MCINERNEY

Thomas J. McInerney Executive Vice President and Chief Financial Officer

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

q1 2009 earning report of iac interactivecorp

Economy & Finance

total outstanding common

total liabilities

registrants common stock

total current liabilities

securities exchange

voting common stock

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total current assets